47
I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms and conditions of the Shelf Prospectus dated January 11, 2019 and Tranche II Prospectus dated July 30, 2019 (the ‘Prospectus’) of INDIA INFOLINE FINANCE LIMITED. 2. I/We hereby apply for allotment of the Secured NCDs and Unsecured NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the Secured NCDs and Unsecured NCDs applied for or such lesser number as may be Allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to Catalyst Trusteeship Limited, (the “Debenture Trustee”) to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said Secured NCDs and Unsecured NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of Secured NCDs and Unsecured NCDs which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of the Company and the terms of the Issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the Secured NCDs and Unsecured NCDs applied for. 9. 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Managers/Lead Brokers/Broker/Trading Members/CRTA/CDP (in Specified Cities Only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Lead Managers and Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified ASBA Account is insufficient as per the Application, the SCSB shall reject the Application. 10. I/We confirm that I/We shall be allocated and alloted Series IV NCDs wherein I/We have not indicated the choice of the relevant secured NCD Series. I/We confirm that I/We shall be allocated and alloted Series VI NCDs wherein I/We have not indicated the choice of the relevant Unsecured NCD Series. APPLICANT’S UNDERTAKING In case of queries related to allotment/ credit of Allotted NCDs/Refund, the Applicants should contact Registrar to the Issue. ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. In case of queries related to upload of ASBA Applications submitted to the Lead Managers/ Lead Brokers / Broker / Trading Members should contact the relevent Lead Managers/Lead Brokers/ Broker /Trading Members/CRTA/CDP. The grievances arising out of Applications for the NCDs made through Trading Members may be addressed directly to Stock Exchanges. Acknowledgment is subject to realisation of Availability of Funds in the ASBA Account. COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS INDIA INFOLINE FINANCE LIMITED Registered Office: 802, 8th Floor, Hubtown Solaris, N. S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai - 400069. CIN: U67120MH2004PLC147365; Tel.: +91 22 6788 1000; Fax: +91 22 6788 1010; Website: www.iifl.com; Company Secretary and Compliance Officer: Gajendra Thakur; Email: governance@iifl.com Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083 Tel.: + 91 22 4918 6200; Fax: + 91 22 4918 6195 Email: iifl[email protected] Investor Grievance Email: iifl[email protected] Website: www.linkintime.co.in Contact Person: Shanti Gopalkrishnan Compliance Officer: B.N. Ramakrishnan SEBI Registration No: INR000004058 ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM ISSUE STRUCTURE (REFER TABLE ON PAGE 1) 2 INDIA INFOLINE FINANCE LIMITED THE FOLLOWING CATEGORIES OF PERSONS ARE ELIGIBLE TO APPLY IN THE ISSUE: Category I (Institutional Investors) Sub Category Code Category II (Non-Institutional Investors) Sub Category Code Category III (High Net Worth Individual Investors) Sub Category Code Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial institutions which are authorised to invest in the NCDs 11 Companies within the meaning of Section 2(20) of the Companies Act, 2013; statutory bodies/ corporations and societies registered under the applicable laws in India and authorised to invest in the NCDs 22 High net-worth individual investors, resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating to above Rs. 10,00,000 across all options of NCDs in this Issue 31 Provident funds and pension funds with a minimum corpus of Rs.250 million, superannuation funds and gratuity funds, which are authorised to invest in the NCDs 12 Co-operative banks and regional rural banks 23 Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 13 Trusts including public/private charitable/religious trusts which are authorised to invest in the NCDs 24 Category IV (Individual Investors) Sub Category Code Resident Venture Capital Funds registered with SEBI 14 Scientific and/or industrial research organisations, which are authorised to invest in the NCDs 25 Retail individual investors, resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating up to and including Rs. 10,00,000 across all options of NCDs in this Issue 41 Insurance companies registered with the IRDAI 15 Partnership firms in the name of the partners 26 State industrial development corporations 16 Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) 27 Insurance funds set up and managed by the army, navy, or air force of the Union of India 17 Association of Persons 28 Insurance funds set up and managed by the Department of Posts, the Union of India 18 Any other incorporated and/ or unincorporated body of persons 29 Systemically Important Non-Banking Financial Company registered with the RBI and having a net-worth of more than Rs. 5,000 million as per the last audited financial statements 19 National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India 20 Mutual funds registered with SEBI 21 IMPERSONATION Attention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act 2013, reproduced below: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act 2013”. The terms of the NCDs offered pursuant to the Issue are as follows: TEAR HERE Series I II III IV V VI Nature of Indebtedness Secured Secured Secured Secured Unsecured Unsecured Frequency of Interest Payment N.A. Quarterly N.A. Annual Monthly N.A. Minimum Application Rs. 10,000/- (10 NCDs) across all series Face Value / Issue Price of NCDs (` NCDs) Rs. 1,000/- In Multiples of thereafter (In `) Rs. 1,000/- (1 NCD) Tenor 15 months 39 months 39 months 39 months 69 months 69 months Coupon (% per annum) for NCD Holders in all the Categories N.A. 9.50% N.A. 9.85% 10.00% N.A. Effective Yield (per annum) for NCD Holders in all the Categories 10.00% 9.84% 9.85% 9.85% 10.47% 10.50% Mode of Interest Payment Through various modes available Amount (` / NCD) on Maturity for NCD Holders in in all the Categories 1126.75 1000.00 1357.33 1000.00 1000.00 1776.16 Maturity / Redemption Date (months from the Deemed Date of Allotment) 15 months 39 months 39 months 39 months 69 months 69 months Put Option N.A. N.A. N.A. N.A. N.A. N.A. Call Option N.A. N.A. N.A. N.A. N.A. N.A. Note: Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series. Our Company shall allocate and allot Series VI NCDs wherein the Applicants have not indicated the choice of relevant Unsecured NCD Series. a. Basis of Allotment : For details, please refer to page no. 18 of the Abridged Prospectus. b. For Grounds for Technical Rejection. Please refer to page no. 14 of the Abridged Prospectus. c. If the Deemed Date of Allotment undergoes a change, the coupon payment dates, redemption dates, redemption amounts and other cash flow workings shall be changed accordingly. For details of the interest payment please refer to “Interest and Payment of Interest ” at page no 255 of the Tranche II Prospectus. For further information, please refer to section titled “Issue Related Information” on page 242 of the Tranche II Prospectus. For further details please refer to the Shelf Prospectus and Tranche II prospectus dated July 30, 2019.

APPLICANT’S UNDERTAKING · Email: [email protected] Investor Grievance Email: [email protected] Website: Shanti Gopalkrishnan Compliance Officer: B.N. Ramakrishnan

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Page 1: APPLICANT’S UNDERTAKING · Email: iifl.ncd2019@linkintime.co.in Investor Grievance Email: iifl.ncd2019@linkintime.co.in Website: Shanti Gopalkrishnan Compliance Officer: B.N. Ramakrishnan

I /We hereby agree and confirm that:1. I/We have read, understood and agreed to the contents and terms and conditions of the Shelf Prospectus dated January 11, 2019 and Tranche II Prospectus dated July 30, 2019 (the ‘Prospectus’) of INDIA INFOLINE

FINANCE LIMITED.2. I/We hereby apply for allotment of the Secured NCDs and Unsecured NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the Secured NCDs and Unsecured NCDs applied for or such lesser number as may be Allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory

and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to Catalyst Trusteeship Limited, (the “Debenture Trustee”) to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said Secured NCDs and Unsecured NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of Secured NCDs and Unsecured NCDs which may be held by me/us under applicable statutory and/or regulatory requirements.7. In making my/our investment decision I/We have relied on my/our own examination of the Company and the terms of the Issue, including the merits and risks involved and my/our decision to make this application is

solely based on disclosures contained in the Prospectus.8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the Secured NCDs and Unsecured NCDs applied for.9. 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the

Prospectus, I/We authorize (a) the Lead Managers/Lead Brokers/Broker/Trading Members/CRTA/CDP (in Specified Cities Only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Lead Managers and Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified ASBA Account is insufficient as per the Application, the SCSB shall reject the Application.

10. I/We confirm that I/We shall be allocated and alloted Series IV NCDs wherein I/We have not indicated the choice of the relevant secured NCD Series. I/We confirm that I/We shall be allocated and alloted Series VI NCDs wherein I/We have not indicated the choice of the relevant Unsecured NCD Series.

APPLICANT’S UNDERTAKING

In case of queries related to allotment/ credit of Allotted NCDs/Refund, the Applicants should contact Registrar to the Issue.

ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB.

In case of queries related to upload of ASBA Applications submitted to the Lead Managers/ Lead Brokers / Broker / Trading Members should contact the relevent Lead Managers/Lead Brokers/ Broker /Trading Members/CRTA/CDP.

The grievances arising out of Applications for the NCDs made through Trading Members may be addressed directly to Stock Exchanges.

Acknowledgment is subject to realisation of Availability of Funds in the ASBA Account.

COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILSINDIA INFOLINE FINANCE LIMITEDRegistered Office: 802, 8th Floor, Hubtown Solaris, N. S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai - 400069. CIN: U67120MH2004PLC147365; Tel.: +91 22 6788 1000; Fax: +91 22 6788 1010; Website: www.iifl.com; Company Secretary and Compliance Officer: Gajendra Thakur; Email: [email protected]

Link Intime India Private LimitedC-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083Tel.: + 91 22 4918 6200; Fax: + 91 22 4918 6195Email: [email protected] Grievance Email: [email protected]: www.linkintime.co.inContact Person: Shanti GopalkrishnanCompliance Officer: B.N. Ramakrishnan SEBI Registration No: INR000004058

ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM

ISSUE STRUCTURE (REFER TABLE ON PAGE 1)

2 INDIA INFOLINE FINANCE LIMITED

THE FOLLOWING CATEGORIES OF PERSONS ARE ELIGIBLE TO APPLY IN THE ISSUE:Category I (Institutional Investors) Sub Category

CodeCategory II (Non-Institutional Investors) Sub Category

CodeCategory III (High Net Worth Individual Investors) Sub Category

Code

Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial institutions which are authorised to invest in the NCDs

11 Companies within the meaning of Section 2(20) of the Companies Act, 2013; statutory bodies/ corporations and societies registered under the applicable laws in India and authorised to invest in the NCDs

22 High net-worth individual investors, resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating to above Rs. 10,00,000 across all options of NCDs in this Issue

31

Provident funds and pension funds with a minimum corpus of Rs.250 million, superannuation funds and gratuity funds, which are authorised to invest in the NCDs

12 Co-operative banks and regional rural banks 23

Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

13 Trusts including public/private charitable/religious trusts which are authorised to invest in the NCDs

24 Category IV (Individual Investors) Sub Category Code

Resident Venture Capital Funds registered with SEBI 14 Scientific and/or industrial research organisations, which are authorised to invest in the NCDs

25 Retail individual investors, resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating up to and including Rs. 10,00,000 across all options of NCDs in this Issue

41

Insurance companies registered with the IRDAI 15 Partnership firms in the name of the partners 26

State industrial development corporations 16 Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009)

27

Insurance funds set up and managed by the army, navy, or air force of the Union of India 17 Association of Persons 28

Insurance funds set up and managed by the Department of Posts, the Union of India 18 Any other incorporated and/ or unincorporated body of persons 29

Systemically Important Non-Banking Financial Company registered with the RBI and having a net-worth of more than Rs. 5,000 million as per the last audited financial statements

19

National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India

20

Mutual funds registered with SEBI 21

IMPERSONATIONAttention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act 2013, reproduced below: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act 2013”.

The terms of the NCDs offered pursuant to the Issue are as follows:

TEAR HERE

Series I II III IV V VI

Nature of Indebtedness Secured Secured Secured Secured Unsecured Unsecured

Frequency of Interest Payment N.A. Quarterly N.A. Annual Monthly N.A.

Minimum Application Rs. 10,000/- (10 NCDs) across all series

Face Value / Issue Price of NCDs (` NCDs) Rs. 1,000/-

In Multiples of thereafter (In `) Rs. 1,000/- (1 NCD)

Tenor 15 months 39 months 39 months 39 months 69 months 69 months

Coupon (% per annum) for NCD Holders in all the Categories N.A. 9.50% N.A. 9.85% 10.00% N.A.

Effective Yield (per annum) for NCD Holders in all the Categories 10.00% 9.84% 9.85% 9.85% 10.47% 10.50%

Mode of Interest Payment Through various modes available

Amount (` / NCD) on Maturity for NCD Holders in in all the Categories 1126.75 1000.00 1357.33 1000.00 1000.00 1776.16

Maturity / Redemption Date (months from the Deemed Date of Allotment) 15 months 39 months 39 months 39 months 69 months 69 months

Put Option N.A. N.A. N.A. N.A. N.A. N.A.

Call Option N.A. N.A. N.A. N.A. N.A. N.A.

Note: Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series.

Our Company shall allocate and allot Series VI NCDs wherein the Applicants have not indicated the choice of relevant Unsecured NCD Series.a. Basis of Allotment : For details, please refer to page no. 18 of the Abridged Prospectus. b. For Grounds for Technical Rejection. Please refer to page no. 14 of the Abridged Prospectus.c. If the Deemed Date of Allotment undergoes a change, the coupon payment dates, redemption dates, redemption amounts and other cash flow workings shall be changed accordingly. For details of the interest payment

please refer to “Interest and Payment of Interest ” at page no 255 of the Tranche II Prospectus. For further information, please refer to section titled “Issue Related Information” on page 242 of the Tranche II Prospectus. For further details please refer to the Shelf Prospectus and Tranche II prospectus dated July 30, 2019.

Page 2: APPLICANT’S UNDERTAKING · Email: iifl.ncd2019@linkintime.co.in Investor Grievance Email: iifl.ncd2019@linkintime.co.in Website: Shanti Gopalkrishnan Compliance Officer: B.N. Ramakrishnan

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

3INDIA INFOLINE FINANCE LIMITED

THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGESPlease ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

PUBLIC ISSUE BY THE COMPANY OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1000 EACH (“SECURED NCDs/DEBENTURES”) AND/OR UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 1000 EACH (“UNSECURED NCDs/DEBENTURES”) FOR AN AMOUNT AGGREGATING UPTO RS.1,000 MILLION (“BASE ISSUE SIZE”)WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO RS. 9,000 MILLION, AGGREGATING UPTO RS. 10,000 MILLION (“TRANCHE II ISSUE”) WHICH IS WITHIN THE SHELF LIMIT OF RS. 50,000 MILLION AND IS BEING OFFERED BY WAY OF THE TRANCHE II PROSPECTUS DATED JULY 30, 2019 CONTAINING, INTERALIA, THE TERMS AND CONDITIONS OF THE TRANCHE II ISSUE (“TRANCHE II PROSPECTUS”) WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED JANUARY 11, 2019 (“SHELF PROSPECTUS”) FILED WITH THE REGISTRAR OF COMPANIES, MAHARASHTRA, MUMBAI, STOCK EXCHANGES AND SECURITIES AND EXCHANGE BOARD OF INDIA. THE SHELF PROSPECTUS AND THE TRANCHE II PROSPECTUS CONSTITUTES THE PROSPECTUS (“PROSPECTUS”).THE TRANCHE II ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATION, 2008, AS AMENDED FROM TIME TO TIME (THE “SEBI DEBT REGULATION”) AND COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED TO THE EXTENT NOTIFIED.

OUR PROMOTEROur Promoter is IIFL Finance Limited (formerly known as IIFL Holdings Limited). For details of our Promoter, refer to the section “Our Promoter”in page 121 of the Tranche II Prospectus and on Page 144 of the Shelf Prospectus.

GENERAL RISKSInvestors are advised to read the Shelf Prospectus and the Tranche II Prospectus carefully before taking an investment decision in the Tranche II Issue. For taking an investment decision the investor must rely on his own examination of the Issuer and the Tranche II Issue including the risks involved. Specific attention of the Investor is invited to “Risk Factors”in page 28 of the Tranche II Prospectus and on page 18 of the Shelf Prospectus and “Material Developments”in page 28 of the Tranche II Prospectus and on page 175 of the Shelf Prospectus before making an investment in the Tranche II Issue. The Tranche II Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India, nor do they guarantee the accuracy or adequacy of this document.

ISSUER ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that the Tranche II Prospectus read together with the Shelf Prospectus does contain and will contain all information with regards to the Issuer and the Tranche II issue, which is material in the context of the Tranche II Issue. The information contained in the Tranche II Prospectus read together with the Shelf Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, omission of which makes the Tranche II Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORSFor details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount & Eligible Investors of the NCDs, please refer to the section titled “Issue Structure” in page 242 of the Tranche II Prospectus.

CREDIT RATINGThe NCDs proposed to be issued under the Tranche II Issue have been rated BWR AA+/Stable (pronounced as BWR Double A Plus with Stable outlook) for an amount of Rs.50,000 million by Brickworks Ratings India Private Limited vide their rating letter dated October 31, 2018 which was revalidated by their letter dated January 9, 2019 and was further revalidated by their revalidation letter dated July 24, 2019; CRISIL AA/Stable (pronounced as CRISIL Double A rating with Stable outlook) for an amount of Rs.50,000 million by CRISIL Ratings Limited vide their rating letter dated November 2, 2018 which was revalidated by their letter dated January 9, 2019 and was further revalidated by their revalidation letter dated July 10, 2019; and [ICRA]AA (Stable) (pronounced as ICRA Double A) for an amount of Rs.50,000 million by ICRA Limited vide their rating letter dated November 1, 2018 which was revalidated by their letter dated January 9, 2019 and was further revalidated by their revalidation letter dated July 24, 2019. The aforesaid rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information. Please refer to Annexures A, Band C of the Tranche II Prospectus for the rationale of the above ratings.

LISTINGThe NCDs offered through the Tranche II Prospectus are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). Our Company has received an ‘in-principle’ approval from BSE vide its letter no. DCS/BM/PI-BOND/17/18-19 dated December 4, 2018 and NSE vide its letter no. NSE/LIST/68203 dated December 4, 2018 which was further revalidated and extended by their letter no. NSE/LIST/86418 dated July 23, 2019. BSE shall be the designated stock exchange for the Tranche II Issue.

PUBLIC COMMENTS The Draft Shelf Prospectus dated November 23, 2018 was filed with the Designated Stock Exchange, pursuant to the provisions of the SEBI Debt Regulations and was open for public comments for a period of 7 (seven) Working Days from the date of filing of the Draft Shelf Prospectus with the Designated Stock Exchange.

ISSUE PROGRAMME***TRANCHE II ISSUE OPENS ON : AUGUST 6, 2019 TRANCHE II ISSUE CLOSES ON : AUGUST 30, 2019

*Pursuant to the transfer of Merchant Banker registration, issued under the SEBI (Merchant Bankers) Regulations, 1992, from IIFL Holdings Limited (now known as IIFL Finance Limited) to IIFL Securities Limited, as approved by SEBI vide letter dated July 12, 2019 with continuance of registration number. Further IIFL Securities Limited is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). Further, in compliance with the provisions of Regulation 21A and explanation to Regulation 21A of the Merchant Bankers Regulations, IIFL Securities Limited would be involved only in marketing of the Issue.**Catalyst Trusteeship Limited under regulation 4(4) of SEBI Debt Regulations has by its letter dated October 31, 2018 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to this Issue.***The Tranche II Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that the Tranche II Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or the Finance Committee, thereof, subject to relevant approvals. In the event of an early closure or extension of the Tranche II Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with wide circulation on or before such earlier or initial date of Issue closure. On the Tranche II Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchanges. For further details, please refer to our section titled “General Information”on page 45 of the Shelf Prospectus and page 18 of the Tranche II Prospectus.A copy of Tranche II Prospectus has been filed with the Registrar of Companies, Mumbai in terms of Section 26 and 31 of Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please refer to the section titled “Material Contracts and Documents for Inspection” on page 295 of the Tranche II Prospectus

PLEASE READ THE RISK FACTORS CAREFULLY. SEE SECTION TITLED “RISK FACTORS” ON PAGE NO. 36 OF THIS ABRIDGED PROSPECTUS

INDIA INFOLINE FINANCE LIMITEDIndia Infoline Finance Limited (the “Company” or “Issuer”) was incorporated at Mumbai on July 7, 2004 as a private limited company with the name ‘India Infoline Investment Services Private Limited’ under the provisions of the Companies Act. The status of our company was changed pursuant to a resolution of our shareholders to a public limited company on May 15, 2007 and our name was changed to ‘India Infoline Investment Services Limited’ pursuant to fresh certificate of incorporation dated July 10, 2007 issued by the Registrar of Companies, Maharashtra, Mumbai. Further the name of the Company was changed to ‘India Infoline Finance Limited’ pursuant to fresh certificate of incorporation dated November 18, 2011 issued by the Registrar of Companies, Maharashtra, Mumbai. Also, our Company has obtained a Certificate of Registration dated May 12, 2005 bearing Registration No. B-13. 01792 issued by the Reserve Bank of India (“RBI”) to commence the business of a non-banking financial institution without accepting public deposits under Section 45 IA of the RBI Act, 1934. Our Company is a Systemically Important Non-Deposit taking Non-Banking Finance Company (“NBFC”). For more information about the Company, please refer to “General information” and “History and Main Objects” on pages 18 and 110 of the Tranche II Prospectus and pages 45 and 121 of the Shelf Prospectus.

Registered Office: 802, 8th Floor, Hubtown Solaris, N. S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai - 400069.CIN: U67120MH2004PLC147365; Tel.: +91 22 6788 1000; Fax: +91 22 6788 1010;Website: www.iifl.com;

Company Secretary and Compliance Officer: Gajendra Thakur;Email: [email protected]

Page 3: APPLICANT’S UNDERTAKING · Email: iifl.ncd2019@linkintime.co.in Investor Grievance Email: iifl.ncd2019@linkintime.co.in Website: Shanti Gopalkrishnan Compliance Officer: B.N. Ramakrishnan

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

4 INDIA INFOLINE FINANCE LIMITED

LEAD MANAGER TO THE ISSUE

Edelweiss Financial Services LimitedEdelweiss House, Off CST Road, Kalina, Mumbai – 400 098Tel: +91 22 4086 3535; Fax: +91 22 4086 3610Email: [email protected] Grievance Email: [email protected]: www.edelweissfin.comContact Person: Lokesh SinghiCompliance Officer: B. RenganathanSEBI Registration No.: INM0000010650CIN: L99999MH1995PLC094641

IIFL Securities Limited*10th Floor, IIFL Centre, Kamala Centre, Senapati Bapat Marg,Lower Parel (West), Mumbai – 400 013Tel:+91 22 4646 4600; Fax: +91 22 2493 1073Email: [email protected] Grievance Email:[email protected]:www.iiflcap.comContact Person: Sachin KapoorCompliance Officer: Nishita ModySEBI Registration no.: INM000010940CIN: U99999MH1996PLC132983*Pursuant to the transfer of Merchant Banker registration, issued under the SEBI (Merchant Bankers) Regulations, 1992, from IIFL Holdings Limited (now known as IIFL Finance Limited) to IIFL Securities Limited, as approved by SEBI vide letter dated July 12, 2019 with continuance of registration number.Further, in compliance with the provisions of Regulation 21A and explanation to Regulation 21A of the Merchant Bankers Regulations, IIFL Securities Limited would be involved only in marketing of the Issue.

ICICI Securities LimitedICICI Centre,H.T. Parekh Marg, Churchgate, Mumbai 400 020Tel: +91 22 2288 2460; Fax: +91 22 2282 6580E-mail: [email protected] Grievance Email:[email protected]: www.icicisecurities.comContact Person: Rupesh KhantCompliance Officer: Sonali ChandakSEBI Registration No: INM000011179CIN:L67120MH1995PLC086241

Trust Investment Advisors Private Limited109/110, Balarama, BKC, Bandra (E), Mumbai – 400 051Tel.: +91-2240845000; Fax: +91-2240845007Email:[email protected] Grievance Email: [email protected]: www.trustgroup.inContact Person: Vikram ThiraniCompliance Officer: Ankur JainSEBI Registration No: INM000011120CIN: U67190MH2006PTC162464

DEBENTURE TRUSTEE

Catalyst Trusteeship Limited (Formerly GDA Trusteeship Limited)‘GDA House’ Plot No. 85, Bhusari Colony (Right), Kothrud, Pune - 411038Tel: 022 - 49220539Fax: 022 - 49220505Email: [email protected] Grievance Email: [email protected]: www.catalysttrustee.comContact Person: Umesh SalviSEBI Registration No: IND000000034CIN:U74999PN1997PLC110262

REGISTRAR TO THE ISSUE

Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083Tel.: + 91 22 4918 6200 Fax: + 91 22 4918 6195Email: [email protected] Grievance Email: [email protected]: www.linkintime.co.inContact Person: Shanti GopalkrishnanCompliance Officer: B. N. RamakrishnanSEBI Registration No: INR000004058CIN: U67190MH1999PTC118368 Link Intime India Private Limited, has by its letter dated October 31, 2018, given its consent for its appointment as Registrar to the Issue and for its name to be included in the Draft Shelf Prospectus, the Shelf Prospectus, Tranche I Prospectus and by its letter dated July 25, 2019 given its consent for its appointment as Registrar to the Tranche II Prospectus and for its name to be included in the Tranche II Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.

LEAD BROKERS TO THE ISSUEJM Financial Services LimitedAddress: 2, 3 & 4 Kamanwala Chambers, Ground Floor, Sir PM Road, Fort, Mumbai, 400001Contact Person: Mr. Surajit Misra/ Mr. Deepak Vaidya/T N KumarEmail: [email protected]/ deepak.vaidya @jmfl.com/ [email protected] No.- 022-61363400SEBI Registration No.- INZ 000195834Karvy Stock Broking LimitedAddress: “Karvy House”, 46, Avenue 4, Street No.l, Banjara Hills, Hyderabad – 500032Contact Person- P.B. RamapriyanEmail: [email protected]: 040-23312454SEBI Registration No.- INB230770138 (NSE) & INB010770130 (BSE)Kotak Securities LimitedAddress: 4th Floor, 12BKC, G Block, Bandra Kurla Complex, Bandra (East), Mumbai- 400051.Contact Person: Umesh GuptaEmail:[email protected]: +91 22 6218 5470SEBI Registration No.- INZ000200137

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

5INDIA INFOLINE FINANCE LIMITED

Trust Securities Services Private LimitedAddress: 1101, Naman Centre, “G” Block, C-31, Bandra Kurla Complex, Bandra (East), Mumbai,400051Contact Person- Ms. Avani DalalEmail- [email protected] officer: Mr. Sanyog MurdiaTelephone- +91 22 4084 5000SEBI Registration No.-INZ000158031Trust Financial Consultancy Services Private LimitedAddress: 1101, Naman Centre,“G” Block, C-31, Bandra Kurla Complex, Bandra (East), Mumbai,400051Contact Person: Pranav InamdarEmail: [email protected] officer: Mr. Rajesh NagTelephone: +91 22 4084 5000Investor Grievance [email protected] Registration No. INZ000238639Axis Capital LimitedAddress: Axis House, Level 1, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai – 400025, India Contact Person: Ajay Sheth / Vinayak KetkarEmail: [email protected] / [email protected] +91 22 4325 3110SEBI Registration No.- INM000012029RR Equity Brokers Private LimitedAddress: 412-422, Indraprakash Building 21, Barakhamba Road, New Delhi-110001Contact Person-Mr. Jeetesh KumarEmail:[email protected]: +91-11- 23354802SEBI Registration No.- INB231219636 (NSE) & INB011219632 (BSE)Integrated Enterprises (India) Private Limited Address: A-123, 12th Floor, Mittal Tower, Nariman Point, Mumbai – 400021Contact Person: Mr V. Krishnan, Whole Time DirectorEmail: [email protected]: 022-40661800SEBI Registration No.-INZ000095737IIFL Securities LimitedAddress- 6th and 7th Floor, Ackruti Centre Point, Central Road, MIDC, Andheri(E), Mumbai 400093Contact Person:Mr. Prasad Umarale Telephone: +91 22 3929 4000/4103 5000SEBI Registration No.- INZ000164132SMC Global Securities LimitedAddress: 17, Netaji Subhash Marg, Opp. Golcha Cinema, Garyaganj, Delhi, 10002Contact Person:Mr. Mahesh Gupta, Mr. Neeraj KhannaEmail: [email protected], [email protected]: +91 9818620470, 9810059041 SEBI Registration No.- INZ000199438ICICI Securities LimitedAddress: ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020Contact Person: Mr. Rajat RawalCompliance officer: Ms. Sonali ChandakTelephone:+91 22 22777626Investor Grievance Email:[email protected] Registration No.- INM000011179

Tipsons Stock Brokers Private LimitedAddress:Sheraton House, 5th Floor, Opposite Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad, Gujarat, 380015Contact Person:Suman BhagdevEmail:[email protected]:079-6682 8000/ 8064/ 8019/ 8120SEBI Registration No.- NSE: INB 231428039BSE: INB 011428035Edelweiss Securities LimitedAddress: Edelweiss House, Off CST Road, Kalina, Mumbai- 400 098Contact Person: Mr. Amit Dalvi/ Mr. Prakash BorichaEmail: [email protected]/ [email protected]: 022-40635411/ 022-40635569SEBI Registration No.- INZ000166136

COMPANY SECRETARY AND COMPLIANCE OFFICERGajendra Thakur802, 8th Floor, Hubtown Solaris, N. S. Phadke Marg, Vijay Nagar,Andheri East, Mumbai- 400069Tel.: +91 22 6788 1000Fax: +91 22 6788 1010Email: [email protected] may contact the Registrar to the Issue or our Company Secretary and Compliance Officer in case of any pre-Issue or post-Issue related issues such as non-receipt of Allotment Advice, demat credit of allotted NCDs, refunds, transfers, etc. as the case maybe.All grievances relating to this Issue may be addressed to the Registrar to the Issue, giving full details such as name, Application Form number, address of the Applicant, number of NCDs applied for, amount paid on Application, Depository Participant and the Bidding Centre of the relevant members of the Lead Managers and brokers appointed in relation to the Issue (“Syndicate”) where the Application was submitted.All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB, giving full details such as name, address of Applicant, Application Form number, number of NCDs applied for, amount blocked on Application and the Designated Branch or the collection centre of the SCSB where the Application Form was submitted by the ASBA Applicant.All grievances arising out of Applications for the NCDs made through the Online Stock Exchanges Mechanism or through Trading Members of the Stock Exchanges may be addressed directly to the relevant Stock Exchange.

CHIEF FINANCIAL OFFICER OF THE ISSUERPrabodh Agrawal802, 8th Floor, Hubtown Solaris, N. S. Phadke Marg, Vijay Nagar,Andheri East, Mumbai- 400069Tel.: +91 22 6788 1000Fax: +91 22 6788 1010Email: [email protected]

STATUTORY AUDITORSM/s. Deloitte Haskins & Sells LLPIndiabulls Finance Centre, Tower 3, 27th-32nd Floor,Senapati Bapat Marg, Elphinstone Road (West), Mumbai – 400 013.Tel.: +91 22 61854000Fax: +91 22 61854101Membership No:105035Firm Registration No:117366W/W-100018M/s. Deloitte Haskins & Sells LLP has been the statutory auditors of our Company since July 22, 2017.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

6 INDIA INFOLINE FINANCE LIMITED

CREDIT RATING AGENCYCRISIL LimitedCRlSIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai- 400 076Tel: +91-22-3342 3000Fax: +91-22-3342 3050Email: [email protected]: www.crisil.comContact Person: Krishnan SitaramanSEBI Registration No: IN/CRA/00l/1999CIN: L67120MH1987PLC042363Brickwork Ratings India Private Limited3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agahara, Banerghatta Road, Bengaluru - 560076Tel: +91 8040409940Fax: +91 8040409941Email: [email protected]: www.brickworkratings.comContact Person: K.N. SuvarnaSEBI Registration No: IN/CRA/005/2008CIN: U67190KA2007PTC043591ICRA LimitedElectric Mansion, 3rd Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400025Tel: +91-22-61143406Fax: +91-22-24331390Email: [email protected]: www.icra.comContact Person: L. Shivakumar SEBI Registration: IN/CRA/008/2015CIN: L74999DL1991PLC042749

LEGAL COUNSEL TO THE ISSUEIC Universal LegalAdvocates & Solicitors209, Hubtown SolarisProf. N.S. Phadke Marg, Andheri (E)Mumbai 400 069Tel: +91 (22) 6184 9900Email: [email protected]: www.icul.in

PUBLIC ISSUE ACCOUNT BANKSHDFC Bank LimitedALFA Building, FIG-OPS Department-Lodha, I Think Techno Campus O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai 400042Tel: 022-30752928/29/2914Fax: 022-25799801Email: [email protected] [email protected] [email protected]: www.hdfcbank.comContact Person: Siddharth Jadhav, Vincent Dsouza, Prasanna UchilSEBI Certificate: INBI00000063CIN: L65920MH1994PLC080618

REFUND BANKHDFC Bank LimitedALFA Building, FIG-OPS Department-Lodha, I Think Techno Campus O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai 400042Tel: 022-30752928/29/2914; Fax: 022-25799801Email: [email protected] [email protected] [email protected]: www.hdfcbank.comContact Person: Siddharth Jadhav, Vincent Dsouza, Prasanna UchilCIN: L65920MH1994PLC080618

SELF CERTIFIED SYNDICATE BANKSThe list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 as updated from time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from the Designated Intermediaries, refer to the above-mentioned link.TABLE OF CONTENTS Page noOBJECTS OF THE TRANCHE II ISSUE 7ISSUE PROCEDURE 8INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORM 11PAYMENT INSTRUCTIONS 14REJECTION OF APPLICATIONS 14TERMS OF THE ISSUE 15BASIS OF ALLOTMENT 18PAYMENT OF REFUNDS 19INTEREST 20OTHER INSTRUCTIONS 23HISTORY AND MAIN OBJECTS 24CAPITAL STRUCTURE 25OUR PROMOTER 25OUR MANAGEMENT 25SUBSIDIARIES 26REGULATION AND POLICIES 26LONG TERM DEBT TO EQUITY RATIO 26FINANCIAL HIGHLIGHTS OF THE COMPANY 26LEGAL AND OTHER INFORMATION 27MATERIAL DEVELOPMENTS 34OTHER REGULATORY AND STATUTORY DISCLOSURES

34

RISK FACTORS 36MATERIAL CONTRACTS AND DOCUMENTS FORINSPECTION

40

DECLARATION 40CENTERS FOR AVAILABILITY AND ACCEPTANCE OFAPPLICATION FORMS

41

LIST OF SELF CERTIFICED SYNDICATE BANKS (SCSBS) UNDER THE ASBA PROCESS

47

DISCLAIMERThe Issuer accepts no responsibility for statements made other than in the Shelf Prospectus and the Tranche II Prospectus issued by our Company in connection with the Tranche II Issue of the Debentures and anyone placing reliance on any other source of information wouldbe doing so at his / her own risk.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

7INDIA INFOLINE FINANCE LIMITED

OBJECTS OF THE TRANCHE II ISSUEOur Company is in the business of financing, and as part of our business operations, we raise/avail funds for onward lending and for repayment of existing loans.Our Company proposes to utilise the funds which are being raised through the Tranche II Issue, after deducting the Tranche II Issue related expenses to the extent payable by our Company (“Net Proceeds”), towards funding the following objects (collectively, referred to herein as the “Objects”):1. For the purpose of onward lending and for repayment of interest and

principal of existing loans; and2. General Corporate Purposes. The Main Objects clause of the Memorandum of Association of our

Company permits our Company to undertake the activities for which the funds are being raised through the present Tranche II Issue and also the activities which our Company has been carrying on till date.

The details of the proceeds of this Issue are summarized below:Particulars Estimated amount (Rs. in million)Gross proceeds of the Issue* 10,000.00Less: Issue related expenses** 271.00Net proceeds 9,729.00

*Assuming the Tranche II Issue is fully subscribed and our Company retains oversubscription up to the Tranche IIIssue Limit.**The above Issue related expenses are indicative and are subject to change depending on the actual level of subscription to the Tranche II Issue, the number of allottees, market conditions and other relevant factorsRequirement of funds and Utilization of Net ProceedsThe following table details the objects of the Tranche II Issue and the amount proposed to be financed from Net Proceeds:

S. No.

Objects of this Issue Percentage of amount proposed to be financed

from Net Proceeds1 For the purpose of onward lending,

financing, and for repayment /prepayment of interest and principal of existing borrowings of our Company#

At least 75%

2 General Corporate Purposes* Maximum of up to 25%Total 100%

#The Company shall not utilize the proceeds of the Issue towards payment of prepayment penalty, if any.*The Net Proceeds will be first utilized towards the Objects mentioned above. The balance is proposed to be utilized for general corporate purposes, subject to such utilization not exceeding 25% of the amount raised in the Issue, in compliance with the SEBI Debt Regulations.The Unsecured NCDs will be in the nature of Subordinated Debt and will be eligible for Tier II Capital and accordingly, will be utilised in accordance with statutory and regulatory requirements including requirements of RBI.Funding PlanNASummary of the project appraisal reportNASchedule of implementation of the projectNA

Monitoring of utilization of fundsThere is no requirement for appointment of a monitoring agency in terms of the SEBI Debt Regulations. The Audit Committee of our Company shall monitor the utilisation of the proceeds of the Tranche II Issue. Our Company will disclose in our Company’s financial statements for the relevant financial year commencing Fiscal 2019, the utilisation of the proceeds of the Tranche II Issue under a separate head along with details, if any, in relation to all such proceeds of the Tranche II Issue that have not been utilised thereby also indicating investments, if any, of such unutilized proceeds of the Tranche II Issue. Our Company shall utilize the proceeds of the Tranche II Issue only upon the execution of the documents for creation of security and receipt of final listing and trading approval from the Stock Exchanges.Interim use of proceedsOur Management will have the flexibility in deploying the proceeds received from the Tranche II Issue. Pending utilization of the proceeds out of the Tranche II Issue for the purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time.Variation in terms of contract or objects in Draft Shelf ProspectusOur Company shall not, in terms of Section 27 of the Companies Act 2013, at any time, vary the terms of a contract referred to in the Shelf Prospectus or objects for which the Tranche II Prospectus is issued, except subject to the approval of, or except subject to an authority given by the shareholders in general meeting by way of special resolution and after abiding by all the formalities prescribed in Section 27 of the Companies Act, 2013.Benefit / interest accruing to Promoter/Directors out of the object of this IssueNeither our Promoter nor the Directors of our Company are interested in the Objects of this Issue.Tranche II Issue Related Expenses Break-upA portion of the Tranche II Issue proceeds will be used to meet Issue expenses. The following are the estimated Issue expenses, for the Tranche II issue:

Particulars Amount (Rs. In

Million)

As percentage of the Issue Proceeds (in

%)

As percentage of total

expenses of the Tranche II Issue (in %)

Lead Managers Fee, Credit Rating Fees, Selling and Brokerage Commission, SCSB Processing Fee

225.00 2.25% 83.03%

Registrar to the Issue and Debenture Trustee to the Issue

1.00 0.01% 0.37%

Advertising, Marketing, Printing and Stationery Cost

25.00 0.25% 9.23%

Professional Fees 5.00 0.05% 1.85%Other Miscellaneous Expenses

15.00 0.15% 5.54%

Grand Total 271.00 2.71% 100.00%The above expenses are indicative and are subject to change depending on the actual level of subscription to the Tranche II Issue and the number of Allottees, market conditions and other relevant factors.Our Company shall pay processing fees to the SCSBs for ASBA forms

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

8 INDIA INFOLINE FINANCE LIMITED

procured by Lead Managers/ Broker / Trading Members and submitted to the SCSBs for blocking the Application Amount of the applicant, at the rate of Rs.10 per Application Form procured (plus service tax and other applicable taxes). However, it is clarified that in case of ASBA Application Forms procured directly by the SCSBs, the relevant SCSBs shall not be entitled to any ASBA Processing Fee.Other Confirmationsa. All monies received pursuant to the issue of NCDs to public shall be

transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 40 of the Companies Act, 2013;

b. Details of all monies utilised out of Tranche II Issue referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies had been utilised;

c. Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilized monies have been invested;

d. We shall utilize the Tranche II Issue proceeds only upon receipt of the minimum subscription and receipt of listing and trading approval from Stock Exchange;

e. The Tranche II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property;

f. Details of all utilized and unutilized monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized and the securities or other forms of financial assets in which such unutilized monies have been invested.

g. In accordance with the SEBI Debt Regulations, our Company will not utilize the proceeds of the Tranche II Issue for providing loans to or for acquisitions of shares of any person who is a part of the same group as our Company or who is under the same management of our Company.

h. The Tranche II Issue Proceeds from NCDs allotted to Banks will not be utilized for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI Regulations.

i. No part of the proceeds from the Tranche II Issue will be paid by us as consideration to our Promoter, our Directors, Key Managerial Personnel, or companies promoted by our Promoter, except payments to be made by way of fees and commission to various IIFL Group companies that participate in Tranche II Issue as SEBI registered intermediaries.

j. Our Company confirms that it will not use the proceeds of the Tranche II Issue for the purchase of any business or in the purchase of any interest in any business whereby our Company shall become entitled to the capital or profit or losses or both in such business exceeding 50% thereof, directly or indirectly in the acquisition of any immovable property or acquisition of securities of any other body corporate.

k. The fund requirement as above is based on our current business plan and is subject to change in light of variations in external circumstances or costs, or in our financial condition, business or strategy. Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise its business plan from time to time and consequently our funding requirements and deployment of funds may also change.

ISSUE PROCEDUREPROCEDURE FOR APPLICATIONWho can apply?The following categories of persons are eligible to apply in this Issue.Category In Public financial institutions, scheduled commercial banks, Indian

multilateral and bilateral development financial institutions which are authorised to invest in the NCDs;

n Provident funds and pension funds with a minimum corpus of Rs.250 million, superannuation funds and gratuity funds, which are authorised to invest in the NCDs;

n Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;

n Resident Venture Capital Funds registered with SEBI;n Insurance companies registered with the IRDAI;n State industrial development corporations;n Insurance funds set up and managed by the army, navy, or air force of the

Union of India;n Insurance funds set up and managed by the Department of Posts, the

Union of India;n Systemically Important Non-Banking Financial Company registered

with the RBI and having a net-worth of more than Rs. 5,000 million as per the last audited financial statements;

n National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; and

n Mutual funds registered with SEBI.Category IIn Companies within the meaning of Section 2(20) of the Companies Act,

2013; statutory bodies/ corporations and societies registered under the applicable laws in India and authorised to invest in the NCDs;

n Co-operative banks and regional rural banks;n Trusts including public/private charitable/religious trusts which are

authorised to invest in the NCDs;n Scientific and/or industrial research organisations, which are authorised

to invest in the NCDs;n Partnership firms in the name of the partners; andn Limited liability partnerships formed and registered under the provisions

of the Limited Liability Partnership Act, 2008 (No. 6 of 2009).n Association of Persons; andn Any other incorporated and/ or unincorporated body of personsCategory IIIn High Net-worth Individual Investors - Resident Indian individuals and

Hindu Undivided Families through the Karta applying for an amount aggregating to above Rs.10,00,000 across all options of NCDs in this Issue

Category IVn Retail Individual Investors - Resident Indian individuals and Hindu

Undivided Families through the Karta applying for an amount aggregating up to and including Rs. 1 million across all options of NCDs in this Issue.

Note: Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

9INDIA INFOLINE FINANCE LIMITED

Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions.Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs pursuant to the Tranche II Issue.The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Tranche II Issue.The information below is given for the benefit of Applicants. Our Company and the Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of the Tranche II Prospectus.How to apply?Availability of the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche II Prospectus, Abridged Prospectus and Application Forms.Please note that there is a single Application Form for who are persons resident in India.Copies of the Abridged Prospectus containing the salient features of the Draft Shelf Prospectus, the Shelf Prospectus, Tranche II Prospectus together with Application Forms and copies of the Draft Shelf Prospectus, the Shelf Prospectus and the Tranche II Prospectus may be obtained from our Registered Office, the Lead Managers, the Registrar to the Issue and the Designated Branches of the SCSBs. Additionally, the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche II Prospectus and the Application Forms will be available(i) for download on the website of BSE at www.bseindia.com, on the website

of NSE at www.nseindia.com and the website of the Lead Managers at www.edelweissfin.com, www.iiflcap.com, www.icicisecurities.com and www.trustgroup.in.

(ii) at the designated branches of the SCSBs and the Syndicate Members at the Specified Locations.

Electronic Application Forms will also be available on the website of the Stock Exchange. A unique application number (“UAN”) will be generated for every Application Form downloaded from the websites of the Stock Exchange. Further, Application Forms will also be provided to Designated Intermediaries at their request.Method of ApplicationIn terms of the SEBI circular CIR/DDHS/P/121/2018 dated August 16, 2018, an eligible investor desirous of applying in this Issue can make Applications through the ASBA mechanism only.Applicants are requested to note that in terms of the Debt Application Circular, SEBI has mandated issuers to provide, through a recognized Stock Exchange which offers such a facility, an online interface enabling direct application by investors to a public issue of debt securities with an online payment facility (“Direct Online Application Mechanism”). In this regard, SEBI has, through the Debt Application Circular, directed recognized Stock Exchange in India to put in necessary systems and infrastructure for the implementation of the Debt Application Circular and the Direct Online Application Mechanism infrastructure for the implementation of the Debt Application Circular and the Direct Online Application Mechanism. Please note that the Applicants will not have the option to apply for NCDs under this Issue, through the direct online applications mechanism of the Stock Exchange.Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchange and the Stock Exchange have confirmed that the necessary infrastructure and facilities for the same have not been implemented by the Stock Exchange. Hence, the Direct Online Application facility will not be available for this Issue.

All Applicants shall mandatorily apply in the Issue through the ASBA process only. Applicants intending to subscribe in the Issue shall submit a duly filled Application form to any of the Designated Intermediaries.Applicants should submit the Application Form only at the Bidding Centres, i.e. to the respective Syndicate Members at the Specified Locations, the SCSBs at the Designated Branches, the Registered Broker at the Broker Centres, the RTAs at the Designated RTA Locations or CDPs at the Designated CDP Locations. Kindly note that Application Forms submitted by Applicants at the Specified Locations will not be accepted if the SCSB with which the ASBA Account, as specified in the Application Form is maintained has not named at least one branch at that location for the Designated Intermediaries for deposit of the Application Forms. A list of such branches is available at http://www.sebi.gov.in.The relevant Designated Intermediaries, upon receipt of physical Application Forms from ASBA Applicants, shall upload the details of these Application Forms to the online platform of the Stock Exchange and submit these Application Forms with the SCSB with whom the relevant ASBA Accounts are maintained.An Applicant shall submit the Application Form, which shall be stamped at the relevant Designated Branch of the SCSB. Application Forms in physical mode, which shall be stamped, can also be submitted to be the Designated Intermediaries at the Specified Locations. The SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the Application Form.Our Company, the Directors, affiliates, associates and their respective directors and officers, Lead Managers and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to ASBA Applications accepted by the Designated Intermediaries, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the Application Amount has been blocked in the relevant ASBA Account. Further, all grievances against Designated Intermediaries in relation to this Issue should be made by Applicants directly to the relevant Stock Exchange.Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and orregulatory provisions.APPLICATIONS BY VARIOUS APPLICANT CATEGORIESApplications by Mutual FundsPursuant to a recent SEBI circular SEBI/HO/IMD/DF2/CIR/P/2017/14 dated February 22, 2017 (“SEBI Circular 2017”), mutual funds are required to ensure that the total exposure of debt schemes of mutual funds in a particular sector shall not exceed 25.0% of the net assets value of the scheme. Further, the additional exposure limit provided for financial services sector not exceeding 15% of net assets value of scheme shall be allowed only by way of increase exposure to HFCs. Further, the group level limits for debt schemes and the ceiling be fixed at 20.0% of net assets value extendable to 25.0% of net assets value after trustee approval.A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which the Application is being made. An Application Form by a mutual fund registered with SEBI for Allotment of the Secured NCDs must be also accompanied by certified true copies of (i) its SEBI registration certificates (ii) the trust deed in respect of such mutual fund (ii) a resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application from a Mutual Fund for Allotment of the Secured NCDs in whole or in part, in either case, without assigning any reason therefor.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

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Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.Application by Scheduled Commercial Banks, Co-operative Banks and Regional Rural BanksScheduled Commercial Banks, Co-operative Banks and Regional Rural Banks can apply in a relevant Tranche Issue based upon their own investment limits and approvals. Applications by them for Allotment of the NCDs must be accompanied by certified true copies of (i) memorandum and articles of association/charter of constitution; (ii) power of attorney; (iii) a board resolution authorising investments; and (iv) a letter of authorisation. Failing this, our Company reserves the right to accept or reject any Application for Allotment of the NCDs in whole or in part, in either case, without assigning any reason therefor.Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making applications on their own account using ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications.Application by Insurance CompaniesInsurance companies registered with the IRDAI can apply in this Issue based on their own investment limits and approvals in accordance with the regulations, guidelines and circulars issued by the IRDAI. The Application Form must be accompanied by certified true copies of their (i) memorandum and articles of association/charter of constitution; (ii) power of attorney; (iii) resolution authorising investments/containing operating instructions; and (iv)specimen signatures of authorised signatories.Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.Applications by Alternative Investments FundsApplications made by ‘alternative investment funds’ eligible to invest in accordance with the Securities and Exchange Board of India (Alternative Investment Fund) Regulations, 2012, as amended (the “SEBI AIF Regulations”) for Allotment of the NCDs must be accompanied by certified true copies of (i) SEBI registration certificate; (ii) a resolution authorising investment and containing operating instructions; and (iii) specimen signatures of authorised persons. The Alternative Investment Funds shall at all times comply with the requirements applicable to it under the SEBI AIF Regulations and the relevant notifications issued by SEBI.Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.Applications by TrustsIn case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) power of attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to this Issue must ensure that (a) they are authorized under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions.

Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor.Applications by Public Financial Institutions or statutory corporations, which are authorized to invest in the NCDsThe Application must be accompanied by certified true copies of: (i) any Act/ Rules under which they are incorporated; (ii) board resolution authorising investments; and (iii) specimen signature of authorized person.Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor.Applications made by companies, bodies corporate and societies registered under the applicable laws in IndiaThe Application must be accompanied by certified true copies of: (i) any act/ rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person.Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor.Indian scientific and/ or industrial research organizations, which are authorized to invest in the NCDsApplications by scientific and/ or industrial research organisations which are authorised to invest in the NCDs must be accompanied by certified true copies of: (i) any act/rules under which such Applicant is incorporated; (ii) a resolution of the board of directors of such Applicant authorising investments; and (iii) specimen signature of authorized persons of such Applicant.Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in whole or in part, in either case, without assigning any reason therefor.Partnership firms formed under applicable Indian laws in the name of the partners and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008Applications made by partnership firms and limited liability partnerships formed and registered under the Limited Liability Partnership Act, 2008 must be accompanied by certified true copies of: (i) the partnership deed for such Applicants; (ii) any documents evidencing registration of such Applicant thereof under applicable statutory/regulatory requirements; (iii) a resolution authorizing the investment and containing operating instructions; and (iv) specimen signature of authorized persons of such Applicant.Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in whole or in part, in either case, without assigning any reason therefor.Applications under a power of attorney by limited companies, corporate bodies and registered societiesIn case of Applications made pursuant to a power of attorney by Applicants from Category I, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Application Form.Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.In case of Applications made pursuant to a power of attorney by Applicants from Category II, III and Category IV, a certified copy of the power of attorney must be lodged along with the Application Form.In case of physical ASBA Applications made pursuant to a power of attorney, a certified copy of the power of attorney must be lodged along with the Application Form.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

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Failing this our Company, in consultation with the Lead Managers, reserves the right to reject such Applications.Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of attorney along with the Application Forms subject to such terms and conditions that our Company and the Lead Managers may deem fit.Applications by provident funds, pension funds, superannuation funds and gratuity funds which are authorized to invest in the NCDs.Applications by provident funds, pension funds, superannuation funds and gratuity funds which are authorised to invest in the NCDs, for Allotment of the NCDs must be accompanied by certified true copies of: (i) any act/rules under which they are incorporated; (ii) a power of attorney, if any, in favour of one or more trustees thereof, (ii) a board resolution authorising investments; (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements; (iv) specimen signature of authorized person; (v) a certified copy of the registered instrument for creation of such fund/trust; and (vi) any tax exemption certificate issued by Income Tax authorities.Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in whole or in part, in either case, without assigning any reason therefor.Applications by National Investment FundsApplication made by a National Investment Fund for Allotment of the NCDs must be accompanied by certified true copies of: (i) a resolution authorising investment and containing operating instructions; and (ii) specimen signatures of authorized persons.Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in whole or in part, in either case, without assigning any reason therefor.Applications by Non-banking financial companiesApplications made by non-banking financial companies registered with the RBI and under other applicable laws in India must be accompanied by certified true copies of: (i) board Resolution authorising investments; and (iii) specimen signature of authorized person.Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor.The Syndicate Members and their respective associates and affiliates are permitted to subscribe in this Issue.Applications cannot be made by:(a) Minors without a guardian name* (A guardian may apply on behalf of a

minor. However, the name of the guardian will also need to be mentioned on the Application Form);

(b) Foreign nationals;(c) Persons resident outside India;(d) Foreign Institutional Investors;(e) Foreign Portfolio Investors;(f) Non Resident Indians;(g) Qualified Foreign Investors;(h) Overseas Corporate Bodies**;(i) Foreign Venture Capital Funds; and(j) Persons ineligible to contract under applicable statutory/ regulatory

requirements.* Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872The Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchange by the Designated Intermediaries.

Based on the information provided by the Depositories, our Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship). In case of such Applications, the Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchange.**The concept of Overseas Corporate Bodies (meaning any company, partnership firm, society and other corporate body or overseas trust irrevocably owned/held directly or indirectly to the extent of at least 60% by NRIs), which was in existence until 2003, was withdrawn by the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies) Regulations, 2003. Accordingly, OCBs are not permitted to invest in the Issue.

INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORMInstructions for completing the Application Form(a) Applications must be made in the prescribed Application Form.(b) Application Forms are to be completed in full, in BLOCK LETTERS

in ENGLISH and in accordance with the instructions contained in the Shelf Prospectus, the Tranche II Prospectus and the Application Form. Incomplete Application Forms are liable to be rejected. Applicants should note that the Designated Intermediaries will not be liable for errors in data entry due to incomplete or illegible Application Forms.

(c) Applications are required to be for a minimum of such NCDs and in multiples of one NCD thereafter as specified in the Tranche II Prospectus.

(d) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

(e) Applications should be in single or joint names and not exceeding three names, and in the same order as their Depository Participant details and Applications should be made by Karta in case the Applicant is an HUF. Applicants are required to ensure that the PAN Details of the HUF are mentioned and not those of the Karta.

(f) Applicants applying for Allotment must provide details of valid and active DP ID, Client ID and PAN clearly and without error. On the basis of such Applicant’s active DP ID, Client ID and PAN provided in the Application Form, and as entered into the electronic Application system of the Stock Exchange by the Designated Intermediaries, as the case may be, the Registrar to the Issue will obtain from the Depository the Demographic Details. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the NCDs.

(g) Applicants must ensure that their Application Forms are (i) made in a single name. (ii) completed in full, in BLOCK LETTERS in ENGLISH and in

accordance with the instructions contained in the Tranche II Prospectus, and in the Application Form.

(h) If the ASBA Account holder is different from the Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form.

(i) Applicant should correctly mention the ASBA Account number and ensure that funds equal to the Application Amount are available in the ASBA Account before submitting the Application Form and ensure that the signature in the Application Form matches with the signature in the Applicant’s bank records.

(j) All Applicants are required to tick the relevant column in the “Category of Investor” box in the Application Form.

(k) Applications for all the options of the NCDs may be made in a single Application Form only.

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Applicants should note that neither the Syndicate Members nor the other Designated Intermediaries/brokers, as the case may be, will be liable for error in data entry due to incomplete or illegible Application Forms.Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series. Our Company shall allocate and allot Series VI NCDs wherein the Applicants have not indicated the choice of relevant Unsecured NCD Series.Applicants’ PAN, Depository Account and Bank Account DetailsALL APPLICANTS APPLYING FOR ALLOTMENT OF THE NCDS SHOULD MENTION THEIR DP ID, CLIENT ID AND PAN IN THE APPLICATION FORM. APPLICANTS MUST ENSURE THAT THE DP ID, CLIENT ID AND PAN GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY ACCOUNT IS HELD IN JOINT NAMES, THE APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN OF BOTH THE HOLDERS OF THE BENEFICIARY ACCOUNT AND SIGNATURES OF BOTH HOLDERS WOULD BE REQUIRED IN THE APPLICATION FORM.On the basis of the DP ID, Client ID and PAN provided by them in the Application Form, the Registrar to the Issue will obtain from the Depository the Demographic Details of the Applicants including PAN and MICR code. These Demographic Details would be used for giving Allotment Advice and refunds, if any, to the Applicants. Hence, Applicants are advised to immediately update their Demographic Details (including bank account details) as appearing on the records of the Depository Participant and ensure that they are true and correct. Please note that failure to do so could result in delays in despatch/ credit of refunds, if any, to Applicants, delivery of Allotment Advice or unblocking of ASBA Accounts at the Applicants’ sole risk, and neither the Syndicate Members nor the Designated Intermediaries, nor the Registrar, nor the Banker(s) to the Issue, nor the SCSBs, nor our Company shall have any responsibility and undertake any liability for the same.Applicants should note that in case the DP ID, Client ID and PAN mentioned in the Application Form, as the case may be and entered into the electronic Application system of the Stock Exchange by the Syndicate Members or the Designated Intermediaries, as the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database or in case PAN is not available in the Depository database, the Application Form is liable to be rejected and our Company, the Syndicate Members and the other Designated Intermediaries shall not be liable for losses, if any.These Demographic Details would be used for all correspondence with the Applicants including mailing of the Allotment Advice and for refunds (if any) as applicable. The Demographic Details given by Applicants in the Application Form would not be used for any other purpose by the Registrar to the Issue except in relation to this Issue.By signing the Application Form, Applicants applying for the NCDs would be deemed to have authorised the Depositories to provide, upon request, to the Registrar, the required Demographic Details as available on its records.Allotment Advice would be mailed by speed post or registered post at the address of the Applicants as per the Demographic Details received from the Depositories. Applicants may note that delivery of Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. Further, please note that any such delay shall be at such Applicants’ sole risk and neither our Company, Banker(s) to the Issue, Registrar to the Issue nor the Lead Managers shall be liable to compensate the Applicant for any losses caused to the Applicants due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in the Tranche II Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect.

In case of Applications made under powers of attorney, our Company in its absolute discretion, reserves the right to permit the holder of a power of attorney to request the Registrar to the Issue that for the purpose of printing particulars on and mailing of the Allotment Advice through speed post or registered post, the Demographic Details obtained from the Depository of the Applicant shall be used.With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been verified shall be suspended for credit and no credit of NCDs pursuant to this Issue will be made into the accounts of the Applicants. Application Forms submitted by Applicants whose beneficiary accounts are inactive shall be rejected. Furthermore, in case no corresponding record is available with the Depositories, which matches the three parameters, namely, DP ID, Client ID and PAN, then such Applications are liable to be rejected.Joint ApplicationsApplications may be made in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein.Additional/ Multiple ApplicationsAn Applicant is allowed to make one or more Applications for the NCDs for the same or other options of NCDs, as specified in the Tranche II Prospectus, subject to a minimum Application size as specified in the Tranche II Prospectus for each Application. Any Application for an amount below the aforesaid minimum Application size will be deemed as an invalid Application and shall be rejected. However, any Application made by any person in his individual capacity and an Application made by such person in his capacity as a Karta of an HUF and/or as joint Applicant (second or third applicant), shall not be deemed to be multiple Applications.General InstructionsApplicants are advised not to submit Application Forms to Public Issue Account Banks and the same will be rejected in such cases and the Applicants will not be entitled to any compensation whatsoever.Electronic registration of Applications(a) The Designated Intermediaries will register the Applications using the

on-line facilities of Stock Exchange. The Lead Managers, our Company, and the Registrar to the Issue are not responsible for any acts, mistakes or errors or omission and commissions in relation to (i) the Applications accepted by the Designated Intermediaries, (ii) the Applications uploaded by the Designated Intermediaries, (iii) the Applications accepted but not uploaded by the Designated Intermediaries, (iv) Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA Accounts or (iv) Applications accepted and uploaded by the Designated Intermediaries for which the Application Amounts are not blocked by the SCSBs.

(b) The Stock Exchange will offer an electronic facility for registering Applications for this Issue. This facility will be available on the terminals of Syndicate Members and the other Designated Intermediaries during the Issue Period. On the Issue Closing Date, the Syndicate Members tand the other Designated Intermediaries shall upload the Applications till such time as may be permitted by the Stock Exchange. This information will be available with the Syndicate Members and the other Designated Intermediaries on a regular basis. Applicants are cautioned that a high inflow of high volumes on the last day of the Issue Period may lead to some Applications received on the last day not being uploaded and such Applications will not be considered for allocation.

(c) Based on the aggregate demand for Applications registered on the electronic facilities of the Stock Exchange, a graphical representation of consolidated demand for the NCDs, as available on the websites of the

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

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Stock Exchange, would be made available at the Application centres as provided in the Application Form during the Issue Period.

(d) At the time of registering each Application, the Designated Intermediaries, shall enter the details of the Applicant, such as the Application Form number, PAN, Applicant category, DP ID, Client ID, number and Option(s) of NCDs applied, Application Amounts and any other details that may be prescribed by the online uploading platform of the Stock Exchange.

(e) A system generated Acknowledgement Slip will be given to the Applicant as a proof of the registration of his Application. It is the Applicant’s responsibility to obtain the Acknowledgement Slip from the Syndicate Members or the other Designated Intermediaries, as the case may be. The registration of the Applications by the Designated Intermediaries does not guarantee that the NCDs shall be allocated/ Allotted by our Company. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind.

(f) The permission given by the Stock Exchange to use their network and software of the online system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, and/or the Lead Managers are cleared or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Shelf Prospectus or the Tranche II Prospectus; nor does it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchange.

(g) In case of apparent data entry error by the Designated Intermediaries, in entering the Application Form numbers in their respective schedules, other things remaining unchanged, the Application Form may be considered as valid or such exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange.

(h) Only Applications that are uploaded on the online system of the Stock Exchange shall be considered for Allotment. The Designated Intermediaries shall capture all data relevant for the purposes of finalizing the Basis of Allotment while uploading Application data in the electronic systems of the Stock Exchange. In order that the data so captured is accurate, Designated Intermediaries will be given up to one Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period after which the data will be sent to the Registrar to the Issue for reconciliation with the data available with the NSDL and CDSL.

General InstructionsDo’s• Check if you are eligible to apply as per the terms of the Shelf

Prospectus, the Tranche II Prospectus and applicable law;• Read all the instructions carefully and complete the Application

Form;• Ensure that the details about Depository Participant and beneficiary

account are correct and the beneficiary account is active;• Applications are required to be in single or joint names (not more than

three);• In case of an HUF applying through its Karta, the Applicant is required to

specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta;

• Ensure that Applications are submitted to the Designated Intermediaries, before the closure of application hours on the Issue Closing Date;

• Information provided by the Applicants in the Application Form will be uploaded on to the online platform of the Stock Exchange by the Designated Intermediaries, as the case may be, and the electronic data will be used to make allocation/ Allotment. The Applicants should ensure that the details are correct and legible;

• Ensure that the Applicant’s names (given in the Application Form is exactly the same as the names in which the beneficiary account is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form;

• Ensure that you have funds equal to or more than the Application Amount in your ASBA Account before submitting the Application Form;

• Ensure that you mention your PAN in the Application Form. In case of joint applicants, the PAN of all the Applicants should be provided, and for HUFs, PAN of the HUF should be provided. Any Application Form without the PAN is liable to be rejected. Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be rejected on this ground;

Except for Application (i) on behalf of the Central or State Government and officials appointed by the courts, and (ii) (subject to the circular dated April 3, 2008 issued by SEBI) from the residents of the state of Sikkim, each of the Applicants should provide their PAN. Application Forms in which the PAN is not provided will be rejected. The exemption for the Central or State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the demographic details evidencing the same.

• Ensure that the Demographic Details as provided in the Application Form are updated, true and correct in all respects;

• Ensure that you request for and receive an Acknowledgement Slip for all your Applications and an acknowledgement as a proof of having been accepted;

• Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek Allotment of the NCDs;

• Before submitting the physical Application Form with the Designated Intermediaries, ensure that the SCSB, whose name has been filled in the Application Form, has named a branch in that centre;

• For Applicants applying through Syndicate ASBA, ensure that your Application Form is submitted to the Designated Intermediaries and not to the Public Issue Account Banks or Refund Bank (assuming that such bank is not a SCSB), to our Company or the Registrar to the Issue;

• For Applicants applying through the SCSBs, ensure that your Application Form is submitted at a Designated Branch of the SCSB where the ASBA Account is maintained, and not to the Public Issue Bank (assuming that such bank is not a SCSB), to our Company, the Registrar to the Issue or the Designated Intermediaries;

• Ensure that the Application Form is signed by the ASBA Account holder in case the Applicant is not the account holder;

• Ensure that you have mentioned the correct ASBA Account number in the Application Form;

• Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the Application Form to the, or to the Syndicate Members at the Specified Locations, or to the Designated Intermediaries, as the case may be;

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

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• Ensure that you have correctly ticked, provided or checked the authorisation box in the Application Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for the Designated Branch to block funds in the ASBA Account equivalent to the Application Amount mentioned in the Application Form;

• Ensure that you receive an acknowledgement from the Designated Branch or the concerned Syndicate Members, or the Designated Intermediaries, as the case may be, for the submission of the Application Form;

• Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal;

• Ensure that your Application Form bears the stamp of the relevant Designated Intermediaries to whom the Application is submitted;

• All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form; and

• Tick the Option of NCDs in the Application Form that you wish to apply for.

Don’ts• Do not apply for lower than the minimum Application size;• Do not pay the Application amount in cash, by money order, postal order

or by stock invest;• Do not send the Application Forms by post; instead submit the same to

the Designated Intermediaries (as the case may be) only;• Do not submit the GIR number instead of the PAN as the Application is

liable to be rejected on this ground;• Do not submit incorrect details of the DP ID, Client ID and PAN or

provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar;

• Do not fill up the Application Form such that the NCDs applied for exceeds the size of this Issue and/or investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations;

• Do not submit Applications on plain paper or on incomplete or illegible Application Forms;

• Do not submit an Application in case you are not eligible to acquire the NCDs under applicable law or your relevant constitutional documents or otherwise;

• Do not make payment of the Application Amounts in any mode other than through blocking of the Application Amounts in the ASBA Accounts;

• Do not submit more than five Application Forms per ASBA Account;• Do not submit the Application Forms without the Application Amount;

and• Do not apply if you are not competent to contract under the Indian

Contract Act, 1872.For details in relation to the manner of submission of Application Forms, please see the section titled “Issue Procedure” on page 262 of the Tranche II Prospectus.

PAYMENT INSTRUCTIONSPayment mechanism for ApplicantsAn Applicant shall specify details of the ASBA Account Number in the Application Form and the relevant SCSB shall block an amount equivalent to the Application Amount in the ASBA Account specified in the Application Form. Upon receipt of an intimation from the Registrar to the Issue, the SCSBs shall, on the Designated Date, transfer such blocked amount from the ASBA Account to the Public Issue Account in terms of the Public Issue Account Agreement.The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs on the basis of the instructions issued

in this regard by the Registrar to the Issue to the respective SCSB within 6 (six) Working Days of the Issue Closing Date. The Application Amount shall remain blocked in the ASBA Account until transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the relevant Tranche Issue or until rejection of the Application, as the case may be.Additional information for Applicants1. Application Forms submitted by Applicants whose beneficiary accounts

are inactive shall be rejected.2. No separate receipts will be issued for the money blocked on the

submission of Application Form. However, the collection centre of the Designated Intermediaries will acknowledge the receipt of the Application Forms by stamping and returning to the Applicant the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application Form for the records of the Applicant.

3. Applications should be submitted on the Application Form only. In the event that physical Application Forms do not bear the stamp of the Designated Intermediaries, or the relevant Designated Branch, as the case may be, they are liable to be rejected.

4. Application Forms submitted by Applicants shall be for allotment of NCDs only in dematerialized form.

REJECTION OF APPLICATIONSRejection of ApplicationsAs set out below or if all required information is not provided or the Application Form is incomplete in any respect, the Board of Directors and/or any committee of our Company reserves it’s full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof.Application may be rejected on one or more technical grounds, including but not restricted to:• Applications not made through the ASBA facility• Number of NCDs applied for being less than the minimum Application

size;• Applications not being signed by the sole/joint Applicants;• Applications submitted without blocking of the entire Application

Amount. However, our Company may allot NCDs up to the value of application monies paid, if such application monies exceed the minimum application size as prescribed hereunder;

• Application Amount blocked being higher than the value of NCDs Applied for. However, our Company may allot NCDs up to the number of NCDs Applied for, if the value of such NCDs Applied for exceeds the minimum Application size;

• Investor Category in the Application Form not being ticked;• Date of Birth for first/sole Applicant for persons applying for Allotment

not mentioned in the Application Form• Applications where a registered address in India is not provided by the

Applicant;• ASBA Bank account details to block Application Amount not provided

in the Application Form;• Submission of more than 5 ASBA Forms per ASBA Account;• Applications by persons not competent to contract under the Indian

Contract Act, 1872 including a minor without the name of a guardian;• Minor Applicants (applying through the guardian) without mentioning

the PAN of the minor Applicant;• DP ID and Client ID not mentioned in the Application Form;• Applications by stock invest or accompanied by cash/money order/postal

order or any mode other than ASBA;

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• If an authorization to the SCSB for blocking funds in the ASBA Account has not been provided;

• Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the Stock Exchange, as applicable;

• In case of partnership firms, NCDs may be applied for in the names of the individual partner(s) and no firm as such shall be entitled to apply for in its own name. However a Limited Liability Partnership firm can apply in its own name;

• Applications made without mentioning the PAN of the Applicant, except for Applications by or on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in the State of Sikkim, provided such claims have been verified by the Depository Participants;

• GIR number mentioned in the Application Form instead of PAN;• Application by OCBs;• Applications for amounts greater than the maximum permissible amounts

prescribed by applicable regulations;• Applications by persons/entities who have been debarred from accessing

the capital markets by SEBI;• Applications by any persons outside India;• For all Applications for Allotment the, DP ID, Client ID and PAN

mentioned in the Application Form do not match with the DP ID, Client ID and PAN available in the records with the depositories;

• Applications by persons who are not eligible to acquire the NCDs in terms of applicable laws, rules, regulations, guidelines and approvals;

• Application Forms from Applicants not being signed by the ASBA Account holder, if the account holder is different from the Applicant or the signature of the ASBA Account holder on the Application Form does not match with the signature available on the Applicant’s bank records;

• Applications for an amount below the minimum Application size;• Inadequate funds or no credit balance in the ASBA Account to enable

the SCSB to block the Application Amount specified in the Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds;

• Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any other regulatory authority;

• Applications by Applicants seeking Allotment in dematerialised form whose demat accounts have been ‘suspended for credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010;

• Applications not uploaded on the terminals of the Stock Exchange;• Applications providing an inoperative demat account number;• In case of Applications under power of attorney or by limited companies,

corporate, trust etc., relevant documents are not submitted along with the Application Form;

• Application Forms submitted to the Designated Intermediaries does not bear the stamp of the relevant Designated Intermediaries. Applications submitted directly to the Designated Branches of the SCSBs does not bear the stamp of the SCSB and/or the Designated Branch and/or the Syndicate Members, or other Designated Intermediaries, as the case may be;

• Applications by other persons who are not eligible to apply for NCDs under this Issue under applicable Indian regulatory requirements;

• Application Forms not delivered by the Applicant within the time prescribed as per the Application Form and the Shelf Prospectus and as per the instructions in the Application Form, the Shelf Prospectus and the Tranche II Prospectus;

• Applications tendered to the Designated Intermediaries at centres other than the centres mentioned in the Application Form;

• In case of cancellation of one or more orders (series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application; and

For further instructions regarding Application for the NCDs, Applicants are requested to read the Application Form. For further information, please refer to page 275 of the Tranche II Prospectus.

TERMS OF THE ISSUEGeneral Terms of the IssueAuthority for the IssueAt the meeting of the Board of Directors of our Company held on October 31, 2018, the Board of Directors approved the issuance of Secured NCDs of the face value Rs.1000 each and Unsecured NCDs of the face value Rs. 1000 each, aggregating up to Rs.50,000 million (“Shelf Limit”) to the public, hereinafter called the “Issue”. Further, the Tranche II Issue has been authorized by the Finance Committee of our Company pursuant to a resolution passed at their meeting held on July 30, 2019. Further, the present borrowing is within the borrowing limits under Section 180(1)(c) of the Companies Act, 2013 duly approved by the shareholders’ vide their resolution dated March 23, 2018 up to an amount of Rs. 350,000 Million.Principal Terms & Conditions of this IssueThe NCDs being offered as part of the Issue are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche II Prospectus, the abridged prospectus, the Application Forms, the terms and conditions of the Debenture Trust Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the Government of India/BSE/NSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs.Ranking of Secured NCDsThe Secured NCDs would constitute secured obligations of the Company and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, thereof shall be secured by way of first pari passu charge in favour of the Debenture Trustee on an identified immovable property and first pari passu charge on receivables of the Company, both present and future, book debts, loans and advances and current assets of the Company, created in favour of the Debenture Trustee, as specifically set out in and fully described in the Debenture Trust Deed, except those receivables present and/or future specifically and exclusively charged in favour of certain existing charge holders, such that a security cover of 100% of the outstanding principal amounts of the Secured NCDs and interest thereon is maintained at all time until the Maturity Date. The Secured NCDs proposed to be issued under the Issue and all earlier issues of debentures outstanding in the books of our Company having corresponding assets as security, shall rank pari passu without preference of one over the other except that priority for payment shall be as per applicable date of redemption.Ranking of Unsecured NCDsThe Unsecured NCDs would constitute unsecured and subordinated obligations of the Company and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements. The Unsecured NCDs proposed to be issued under the Issue and all earlier issues of unsecured debentures outstanding in the books of our Company, if any, shall rank pari passu without preference of one over the other except that priority for payment shall be as per applicable date of redemption. The claims of the Unsecured NCD holders shall be subordinated to those

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of the other creditors of our Company, subject to applicable statutory and/or regulatory requirements. Our Company shall, subject to applicable RBI requirements and other applicable statutory and/or regulatory provisions, treat the Unsecured NCDs as Tier II Capital. The redemption of Unsecured NCDs is subject to the applicable RBI regulations and other statutory and regulatory requirements.SecurityThe principal amount of the Secured NCDs to be issued in terms of the Draft Shelf Prospectus, the Shelf Prospectus and/or the Tranche II Prospectus and further tranche prospectus(es) together with all interest due and payable on the Secured NCDs, thereof are secured by way of first pari passu charge in favour of the Debenture Trustee on an identified immovable property and first pari passu charge on receivables of the Company, both present and future, book debts, loans and advances and current assets of the Company, created in favour of the Debenture Trustee, as specifically set out in and fully described in the Debenture Trust Deed, except those receivables present and/or future specifically and exclusively charged in favour of certain existing charge holders, such that a security cover of 100% of the outstanding principal amounts of the Secured NCDs and interest thereon is maintained at all time until the Maturity Date.The Issuer states that the necessary documents for the creation of the security, including the Debenture Trust Deed has been executed within the time frame prescribed as per applicable law and the same is uploaded on the website of the Designated Stock Exchange.Debenture Trust DeedOur Company has entered into an indenture/deed with the Debenture Trustee dated February 4, 2019, (“Debenture Trust Deed”)terms of which governs the powers, authorities and obligations of the Debenture Trustee. Under the terms of the Debenture Trust Deed, our Company has represented and covenanted with the Debenture Trustee that it shall pay the NCD Holders the principal amount on the NCDs on the relevant redemption date and also that it will pay the interest due on NCDs on the rate specified in the relevant Tranche Prospectus(es), the respective Tranche Prospectus(es) and in the Debenture Trust Deed. The Debenture Trust Deed also provides that our Company may withdraw any portion of the security and replace with another asset of the same or a higher value.Debenture Redemption Reserve (“DRR”)Pursuant to Regulation 16 of the Debt Regulations and Section 71(4) of the Companies Act, 2013 states that where debentures are issued by any company, the company shall create a debenture redemption reserve out of the profits of the company available for payment of dividend. Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014 as amended by Companies (Share Capital and Debentures) Third Amendment Rules, 2016, dated July 19, 2016, further states that ‘the adequacy’ of DRR for NBFCs registered with the RBI under Section 45-lA of the RBI (Amendment) Act, 1997 shall be 25% of the value of the outstanding debentures issued through a public issue as per the SEBI Debt Regulations.Accordingly, our Company is required to create a DRR of 25% of the outstanding value of the NCDs issued through the Issue. In addition, as per Rule 18 (7) (e) under Chapter IV of the Companies Act, 2013, the amounts credited to DRR shall not be utilised by our Company except for the redemption of the NCDs. The Rules further mandate that every company required to maintain DRR shall deposit or invest, as the case may be, before the 30th day of April of each year a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March of the next year in any one or more following methods: (a) in deposits with any scheduled bank, free from charge or lien; (b) in unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned in clauses (a) to (d) and (ee) of Section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause (f) of Section 20 of the Indian

Trusts Act, 1882. The above mentioned amount deposited or invested, must not be utilized for any purpose other than for the repayment of debentures maturing during the year provided that the amount remaining deposited or invested must not at any time fall below 15% of the amount of debentures maturing during year ending on the 31st day of March of that year.Face ValueThe face value of each NCD shall be Rs. 1000.NCD Holder not a ShareholderThe NCD Holders will not be entitled to any of the rights and privileges available to the equity and/or preference shareholders of our Company, except to the extent of the right to receive the annual reports of our Company and such other rights as may be prescribed under the Companies Act, 2013 and the rules prescribed thereunder and the SEBI LODR Regulations.Rights of Secured NCD HoldersSome of the significant rights available to the Secured NCD Holders are as follows:1. The Secured NCDs shall not, except as provided in the Companies

Act, 2013, our Memorandum and Articles of Association and/or the Debenture Trust Deed, confer upon the holders thereof any rights or privileges available to our Company’s members/shareholders including, without limitation, the right to attend and/or vote at any general meeting of our Company’s members/shareholders. However, if any resolution affecting the rights attached to the Secured NCDs is to be placed before the members/shareholders of our Company, the said resolution will first be placed before the concerned registered Secured NCD Holders for their consideration.

2. In terms of Section 136 (1) of the Companies Act, 2013, holders of Secured NCDs shall be entitled to a copy of the balance sheet and copy of Debenture Trust Deed at the Registered Office of the Company during business hours.

3. Subject to the above and the applicable statutory/regulatory requirements and terms of the Debenture Trust Deed, including requirements of the RBI, the rights, privileges and conditions attached to the Secured NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Secured NCDs or with the sanction of a special resolution passed at a meeting of the concerned Secured NCD Holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the Secured NCDs, if the same are not acceptable to us.

4. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust Deed, the registered Secured NCD Holder or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such Secured NCDs, either in person or by proxy, at any meeting of the concerned Secured NCD Holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the Secured NCD Holders shall be in proportion to the outstanding nominal value of Secured NCDs held by him/her.

5. The Secured NCDs are subject to the provisions of the Debt Regulations, the Companies Act, 2013, the Memorandum and Articles of Association of our Company, the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche II Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the Secured NCDs.

6. The Depositories shall maintain the up to date record of holders of the Secured NCDs in dematerialized Form. In terms of Section 88(3) of the Companies Act, 2013, the register and index of beneficial of

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Secured NCDs maintained by a Depository for any Secured NCD in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a Register of Secured NCD holders for this purpose.

7. A register of Secured NCD Holders holding Secured NCDs in physical form pursuant to rematerialisation of the Secured NCDs issued pursuant to the Tranche II Prospectus (“Register of Secured NCD Holders”) will be maintained in accordance with Section 88 of the Companies Act, 2013 and all interest and principal sums becoming due and payable in respect of the Secured NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Secured NCD Holders as on the Record Date.

8. Subject to compliance with RBI requirements, the Secured NCDs can be rolled over only with the consent of the holders of at least 75% of the outstanding amount of the Secured NCDs after providing at least 21 days’ prior notice for such roll over and in accordance with the SEBI Debt Regulations. Our Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over.

The aforementioned rights of the Secured NCD holders are merely indicative. The final rights of the Secured NCD holders will be as per the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche II Prospectus and the Debenture Trust Deed.

Rights of Unsecured NCD HoldersSome of the significant rights available to the Unsecured NCD Holders are as follows:1. The Unsecured NCDs shall not, except as provided in the relevant

provisions of the Companies Act, 2013 applicable as on the date of the Tranche II Prospectus, confer upon the Unsecured NCD Holders thereof any rights or privileges available to our Shareholders including the right to receive notices, or to attend and/or vote, at our general meeting. However, if any resolution affecting the rights attached to the Unsecured NCDs is to be placed before the Shareholders,the said resolution will first be placed before the concerned registered Unsecured NCD Holders for their consideration. In terms of Section 136 of the Companies Act, 2013, the Unsecured NCD Holders shall be entitled to inspect a copy of the balance sheet and copy of the Debenture Trust Deed at the Registered Office of our Company during business hours.

2. Subject to applicable statutory / regulatory requirements, including requirements of the RBI, the NHB, the rights,privileges and conditions attached to the Unsecured NCDs may be varied, modified and/or abrogated with the consent in writing of the Unsecured NCD Holders representing at least three-fourths in value of the Unsecured NCDs or with the sanction of aspecial resolution passed at a meeting of the concerned Unsecured NCD Holders, provided that nothing in such consentor resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the Unsecured NCDs, if the same are not acceptable to us.

3. In case of Unsecured NCDs the person for the time being appearing in the register of beneficial owners of the Depository, the registered Unsecured NCD Holders or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such Unsecured NCDs,either in person or by proxy, at any meeting of the concerned Unsecured NCD Holders and every such Unsecured NCD Holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the Unsecured NCD Holders shall be in proportion to the outstanding nominal value of Unsecured NCDs held by him/her.

4. The Unsecured NCDs are subject to the provisions of the SEBI Debt Regulations, the relevant provisions of the Companies Act, 2013 applicable as on the date of the Tranche II Prospectus, our Memorandum

and Articles of Association, the terms of the Shelf Prospectus, the Tranche II Prospectus, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, the NHB and other applicable statutory and/or regulatory requirements relating to this Issue and listing, of securities and any other documents that may be executed in connection with the Unsecured NCDs.

5. For Unsecured NCDs, all interest and principal sums becoming due and payable in respect of the Unsecured NCDs will be paid to the person for the time being appearing in the register of beneficial owners of the Depository. In terms of Section 88(3) of the Companies Act, 2013, the register of beneficial owners maintained by a Depository for any Unsecured NCDs in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a register of debenture holders for this purpose. The same shall be maintained at the Registered Office of our Company under Section 94 of the Companies Act, 2013 unless the same has been moved to another location after obtaining the consent of the Unsecured NCD Holders as given thereunder.

Nomination facility to NCD HolderIn accordance with Section 72 of the Companies Act 2013, Any NCD Holder may, at any time, nominate, any person as his nominee in whom the NCDs shall vest in the event of his death. On the receipt of the said nomination as per prescribed law a corresponding entry shall forthwith be made in the relevant register of securities holders, maintained under Section 88 of the Companies Act, 2013.Where the NCDs are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner, any person to whom all the rights in the NCDs shall vest in the event of death of all the joint holders. Where the nomination is made in respect of the NCDs held by more than one person jointly, all joint holders shall together nominate as prescribed any person as nominee.The request for nomination should be recorded by the Company within a period of two months from the date of receipt of the duly filled and signed nomination form. In the event of death of the NCD Holder or where the NCDs are held by more than one person jointly, in the event of death of all the joint holders, the person nominated as the nominee may upon the production of such evidence as may be required by the Board, elect, either:(a) to register himself as holder of the NCDs; or(b) to transfer the NCDs as the deceased holder could have done.If the person being a nominee, so becoming entitled, elects to be registered as holder of the NCDs himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, and such notice shall be accompanied with the death certificate of the deceased NCD Holder(s). Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, in respect of the NCDs, where a nomination made in the prescribed manner purports to confer on any person the right to vest the NCDs. the nominee shall, on the death of the holder of NCDs or, as the case may be, on the death of the joint holders, become entitled to all the rights in the NCDs, of the NCD Holder or, as the case may be, of all the joint holders, in relation to the said NCDs, to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner.All the limitations, restrictions and provisions of the Companies Act 2013 relating to the right to transfer and the registration of transfers of the NCDs shall be applicable to any such notice or transfer as aforesaid as if the death of the NCD Holder had not occurred and the notice or transfer were a transfer signed by that NCD Holder. Where the nominee is a minor, it shall be lawful for the NCD Holder, making the nomination to appoint, in the prescribed manner, any person to become entitled to the NCDs, in the event of the death of the nominee during his minority. Where the nominee is a minor, NCD Holder making the nomination, may appoint a person as specified under sub-rule (1) of Rule 19 of Companies (Share Capital and Debentures) Rules,

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2014, who shall become entitled to the NCDs, in the event of death of the nominee during his minority.A person, being a nominee, becoming entitled to NCDs by reason of the death of the NCD Holder shall be entitled to the same interests and other advantages to which he would have been entitled to if he were the registered NCD Holder except that he shall not, before being registered as a NCD Holder in respect of such NCDs, be entitled in respect of these NCDs to exercise any right conferred by subscription to the same in relation to meetings of the NCD Holders convened by the Company. Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the NCDs, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of interests, bonuses or other moneys payable in respect of the said NCDs, until the requirements of the notice have been complied with.A nomination may be cancelled or varied by nominating any other person in place of the present nominee, by the NCD Holder who has made the nomination, by giving a notice of such cancellation or variation in the prescribed manner as per applicable laws. The cancellation or variation shall take effect from the date on which the notice of such variation or cancellation is received.Since the allotment of NCDs will be made only in dematerialized mode, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective Depository Participant.Joint-holdersWhere two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles.Restriction on transfer of NCDsThere are no restrictions on transfers and transmission of NCDs allotted pursuant to this Issue. Pursuant to the SEBI LODR IV Amendment, NCDs held in physical form, pursuant to any re-materialisation, as above, cannot be transferred except by way of transmission or transposition. However, any trading of theNCDs issued pursuant to this Issue shall be compulsorily in dematerialized form only.Period of Subscription

TRANCHE II ISSUE PROGRAMMETRANCHE II ISSUE OPENS ON August 6, 2019

TRANCHE II ISSUE CLOSES ON August 30, 2019Applications Forms for the Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange, during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring public holiday), (a) by the Designated Intermediaries at the Collection Centres, or (b) by the SCSBs directly at the Designated Branches of the SCSBs. On the Tranche II Issue Closing Date, Application Forms will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or such extended time as may be permitted by the Stock Exchanges.Due to limitation of time available for uploading the Applications on the Tranche II Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Tranche II Issue Closing Date and, no later than 3.00 p.m (Indian Standard Time) on the Tranche II Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Tranche II Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Lead

Managers or Trading Members of the Stock Exchange are liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that the Basis of Allotment under the Issue will be on a date priority basis in accordance with SEBI Circular dated October 29, 2013.

BASIS OF ALLOTMENTBasis of Allotment for NCDsThe Registrar will aggregate the Applications, based on the applications received through an electronic book from the Stock Exchanges and determine the valid Application for the purpose of drawing the valid Applications for the purpose of drawing the basis of allocation.For the purposes of the basis of allotment:A. Applications received from Category I Applicants: Applications received

from Applicants belonging to Category I shall be grouped together, (“Institutional Portion”);

B. Applications received from Category II Applicants: Applications received from Applicants belonging to Category II, shall be grouped together, (“Non-Institutional Portion”).

C. Applications received from Category III Applicants: Applications received from Applicants belonging to Category III shall be grouped together, (“High Net-worth Individual Category Portion”).

D. Applications received from Category IV Applicants: Applications received from Applicants belonging to Category IV shall be grouped together, (“Retail Individual Category Portion”).

For removal of doubt, the terms “Institutional Portion”, “Non-Institutional Portion”, “High Net-worth Individual Category Portion” and “Retail Individual Category Portion” are individually referred to as “Portion” and collectively referred to as “Portions”.For the purposes of determining the number of NCDs available for allocation to each of the above mentioned Portions, our Company shall have the discretion of determining the number of NCDs to be allotted over and above the Base Issue Size, in case our Company opts to retain any oversubscription in the Tranche II Issue up to the Tranche II Issue Limit i.e. aggregating up to Rs. 10,000 Million. The aggregate value of NCDs decided to be allotted over and above the Base Issue Size, (in case our Company opts to retain any oversubscription in the Tranche II Issue), and/or the aggregate value of NCDs up to the Base Issue Size shall be collectively termed as the “Tranche II Issue Limit”.Allocation Ratio

Institutional Portion

Non-Institutional Portion

High Net Worth Individual

Portion

Retail Individual Investor Portion

10% of the Tranche II Issue

Limit

10% of the Tranche II Issue

Limit

40% of the Tranche II Issue

Limit

40% of the Tranche II Issue Limit

Basis of Allotment for NCDs(a) Allotments in the first instance: (i) Applicants belonging to the Institutional Portion, in the first instance,

will be allocated NCDs up to 10% of Tranche II Issue Limit on first come first served basis which would be determined on the basis of upload of their Applications on daily basis in to the electronic book with Stock Exchange;

(ii) Applicants belonging to the Corporate Portion, in the first instance, will be allocated NCDs up to 10% of Tranche II Issue Limit on first come first served basis which would be determined on the basis of upload of their Applications on daily basis in to the electronic book with Stock Exchange;

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

19INDIA INFOLINE FINANCE LIMITED

(iii) Applicants belonging to the High Net Worth Individual Portion, in the first instance, will be allocated NCDs up to 40% of Tranche II Issue Limit on first come first served basis which would be determined on the basis of upload of their Applications on daily basis in to the electronic book with Stock Exchange;

(iv) Applicants belonging to the Retail Individual Investor Portion, in the first instance, will be allocated NCDs up to 40% of Tranche II Issue Limit on first come first served basis which would be determined on the basis of upload of their Applications on daily basis in to the electronic book with Stock Exchange;

(b) Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e. a first-come first-serve basis, based on the date of upload of each Application in to the Electronic Book with Stock Exchange, in each Portion subject to the Allocation Ratio. However, on the date of oversubscription, the allotments would be made to the applicants on proportionate basis.

(c) Under Subscription: (i) Retail Individual Investor Portion; (ii) High Net worth Individual Portion; (iii) Corporate Portion; and (iv) QIB Portion. Within each Portion, priority in Allotments will be given on a first-come-

first-serve basis, based on the date of upload of each Application into the electronic system of the Stock Exchange.

(d) For each Portion, all Applications uploaded in to the Electronic Book with Stock Exchanges would be treated at par with each other. Allotment would be on proportionate basis, where NCDs uploaded into the Platform of the Stock Exchanges on a particular date exceeds NCDs to be allotted for each Portion respectively.

(e) Minimum allotment of 10 (ten) NCDs and in multiples of 1 (one) NCD thereafter would be made in case of each valid Application.

(f) Allotments in case of oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of NCDs to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date of oversubscription (based on the date of upload of each Application into the Electronic Book with Stock Exchange, in each Portion).

(g) Proportionate Allotments: For each Portion, on the date of oversubscription:

(i) Allotments to the Applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer;

(ii) If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Tranche II Issue size, not all Applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each Applicant whose allotment size, prior to rounding off, had the highest decimal point would be given preference; and

(iii) In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution referred to above, our Company will ensure that the basis of allotment is finalized by draw of lots in a fair and equitable manner.

(h) Applicant applying for more than one Series of NCDs: If an Applicant has applied for more than one Series of NCDs, and in case such Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Series-wise allocation of NCDs to such Applicants shall be in proportion to the number of NCDs with respect to each Series, applied for by such Applicant, subject to rounding off to the

nearest integer, as appropriate in consultation with Lead Managers and Designated Stock Exchange. Further, in the aforesaid scenario, wherein the Applicant has applied for all the six series and in case such Applicant cannot be allotted all the six series, then the Applicant would be allotted NCDs, at the discretion of the Company, the Registrar and the Lead Managers wherein the NCDs with the least tenor i.e. allotment of NCDs with tenor of 15 months followed by allotment of NCDs with tenor of 39 months and so on.

All decisions pertaining to the basis of allotment of NCDs pursuant to the Tranche II Issue shall be taken by our Company in consultation with the Lead Managers and the Designated Stock Exchanges and in compliance with the aforementioned provisions of the Tranche II Prospectus. Any other queries / issues in connection with the Applications will be appropriately dealt with and decided upon by our Company in consultation with the Lead Managers.Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series.Our Company shall allocate and allot Series VI NCDs wherein the Applicants have not indicated the choice of relevant Unsecured NCD Series.For further details, please refer page no. 277 of the Tranche II Prospectus.

PAYMENT OF REFUNDSMode of making refundsThe payment of refund, if any, may be done through various electronic modes mentioned below:i. Direct Credit – Applicants having bank accounts with the Banker(s)

to the Issue shall be eligible to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by us.

ii. NACH – Payment of refund would be done through NACH for Applicants having an account at any of the centres specified by RBI, where such facility has been made available. This mode of payment of refunds, if any, would be subject to availability of complete bank account details including the MICR code as available from the Depositories. The payment of refunds, if any, through this mode will be done for Applicants having a bank account at any centre where NACH facility has been made available (subject to availability of all information for crediting the refund through NACH).

iii. NEFT – Payment of refund shall be undertaken through NEFT wherever the Applicant’s bank has been assigned the Indian Financial System Code (“IFSC”), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. In case of online payment or wherever the Investors have registered their nine digit MICR number and their bank account number with the depository participant while opening and operating the demat account, the MICR number and their bank account number will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method.

iv. RTGS – If the refund amount exceeds Rs. 200,000, Applicants have the option to receive refund through RTGS. Charges, if any, levied by the Banker(s) to the Issue for the same would be borne by us. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant.

The Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn, rejected or unsuccessful or partially successful Applications within 6 (six) Working Days of the Issue Closing Date.Our Company and the Registrar to the Issue shall credit the allotted NCDs to the respective beneficiary accounts/ dispatch the Letters of Allotment

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

20 INDIA INFOLINE FINANCE LIMITED

or letters of regret by ordinary post at the Applicant’s sole risk, within six Working Days from the Issue Closing Date. Our Company may enter into an arrangement with one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/RTGS/NEFT/NACH.Further,(a) Allotment of NCDs in this Issue shall be made within the time period

stipulated by SEBI;(b) Credit to dematerialised accounts will be given within one Working Day

from the Deemed Date of Allotment;(c) Interest at a rate of 15% per annum will be paid if the Allotment has

not been made and/or the refund orders have not been dispatched to the Applicants within 6 Working days from the Issue Closing Date, for the delay beyond 6 Working days in case of non-receipt of minimum subscription; and

(d) Our Company will provide adequate funds to the Registrar to the Issue / relevant banks for this purpose.

INTERESTInterest and Payment of InterestSeries I - Secured NCDsIn case of Series I Secured NCDs, the NCDs shall be redeemed at the end of 15 months from the Deemed Date of Allotment as mentioned below:Category of NCD Holder

Face Value (Rs. Per NCD)

Redemption Amount (Rs. per NCD)

Category I 1,000 1,126.75Category II 1,000 1,126.75Category III 1,000 1,126.75Category IV 1,000 1,126.75

Series II - Secured NCDsIn case of Series II Secured NCDs, interest would be paid quarterly on Actual/Actual basis at the following Coupon Rate in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series II NCDs:Category of NCD Holder Coupon rate (%) per annumCategory I 9.50%Category II 9.50%Category III 9.50%Category IV 9.50%

Series II Secured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 39 months from the Deemed Date of Allotment.Series III - Secured NCDsIn case of Series III Secured NCDs, the NCDs shall be redeemed at the end of 39 months from the Deemed Date of Allotment as mentioned below:Category of NCD Holder

Face Value (Rs. Per NCD)

Redemption Amount (Rs. per NCD)

Category I 1,000 1,357.33Category II 1,000 1,357.33Category III 1,000 1,357.33Category IV 1,000 1,357.33

Series IV – Secured NCDsIn case of Series IV Secured NCDs, interest would be paid annually on Actual/Actual basis at the following Coupon Rate in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series IV NCDs:

Category of NCD Holder Coupon rate (%) per annumCategory I 9.85Category II 9.85Category III 9.85Category IV 9.85

Series IV Secured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 39 months from the Deemed Date of Allotment.Series V - Unsecured NCDsIn case of Series V - Unsecured NCDs, interest would be paid monthly on Actual/Actual basis at the following Coupon Rate in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series V NCDs:Category of NCD Holder Coupon rate (%) per annumCategory I 10.00Category II 10.00Category III 10.00Category IV 10.00

Series V Unsecured NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 69 months from the Deemed Date of Allotment.Series VI - Unsecured NCDsIn case of Series VI Unsecured NCDs, the NCDs shall be redeemed at the end of 69 months from the Deemed Date of Allotment as mentioned below:Category of NCD Holder

Face Value (Rs. Per NCD)

Redemption Amount (Rs. per NCD)

Category I 1,000 1,776.16Category II 1,000 1,776.16Category III 1,000 1,776.16Category IV 1,000 1,776.16

Basis of payment of InterestPayment of InterestMonthly Payment of Interest: For NCDs subscribed under Series V, where the interest is to be paid on a monthly basis the interest shall be payable on the first day of every subsequent month, the first interest shall be payable, for the period between the Deemed Date of allotment and the last day of the month on which the Deemed Date of Allotment falls. The subsequent interests will be calculated from the first day of the relevant month and shall be paid on the day falling on the first of the subsequent month and so on. The last interest payment shall be calculated from the first day of the month on the which the redemption date falls until the final redemption date on a pro-rata basis.Quarterly Payment of Interest: For NCDs subscribed under Series II, where the interest is to be paid on a quarterly basis, relevant interest will be paid on July 1, October 1, January 1 and April 1 every year for the amount outstanding. The first interest payment will be made on October 1, 2019 for the period commencing from the Deemed Date of Allotment till September 30, 2019. The last interest payment will be made at the time of maturity of the NCD on a pro rata basis.Annual Payment of Interest: For NCDs subscribed under Series IV, where the interest is to be paid on an annual basis, relevant interest will be made on April 1 every year for the amount outstanding. The first interest payment will be made on April 1, 2020 for the period commencing from the Deemed Date of Allotment till March 31, 2020. The last interest payment will be made at the time of maturity of the NCD on a pro rata basis.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

21INDIA INFOLINE FINANCE LIMITED

If any Coupon/Interest Payment Date falls on a day that is not a Working Day, the payment shall be made on the immediately next Working Day.The Tenor, Coupon Rate / Yield and Redemption Amount applicable for each Series of NCDs shall be determined at the time of Allotment of NCDs. NCDs once allotted under any particular Series of NCDs shall continue to bear the applicable Tenor, Coupon/Yield and Redemption Amount as at the time of original Allotment irrespective of the category of NCD Holder on any Record Date, and such tenor, coupon/yield and redemption amount as at the time of original allotment will not be impacted by trading of any series of NCDs between the categories of persons or entities in the secondary market.We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the Investors. In such cases, interest, on the interest payment date, would be directly credited to the account of those Investors who have given their bank mandate.We may offer the facility of NACH, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to help NCD Holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Refer to the paragraph on “General Terms of the Issue - Manner of Payment of Interest/ Refund” at page 248 of the Tranche II Prospectus.Payment of Interest will be made to those NCD Holders whose names appear in the register of NCD Holders (or to first holder in case of joint-holders) as on Record Date.TaxationAny tax exemption certificate/document must be lodged at the office of the Registrar at least 7 (seven) days prior to the Record Date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted.As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be withheld on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and the rules made thereunder. Accordingly, no tax will be deducted at source from the interest on listed NCDs held in the dematerialized form.However, in case of NCDs held in physical form pursuant to re-materialisation, as per the current provisions of the IT Act, tax will not be deducted at source from interest payable on such NCDs held by the investor (in case of resident Individuals and HUFs), if such interest does not exceed Rs.5,000 in any financial year. If interest exceeds the prescribed limit of Rs.5000 on account of interest on the NCDs, then the tax will be deducted at applicable rate.However in case of NCD Holders claiming non-deduction or lower deduction of tax at source, as the case may be, the NCD Holder should furnish either (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given by Individuals who are of the age of 60 years or more (ii) Form 15G which can be given by all Applicants (other than companies, and firms ), or (b) a certificate, from the Assessing Officer which can be obtained by all Applicants (including companies and firms) by making an application in the prescribed form i.e. Form No.13. The aforesaid documents, as may be applicable, should be submitted to our Company quoting the name of the sole/ first NCD Holder, NCD folio number and the distinctive number(s) of the NCD held, prior to the Record Date to ensure non-deduction/lower deduction of tax at source from interest on the NCD. The investors need to submit Form 15H/ 15G/certificate in original from Assessing Officer for each financial year during the currency of the NCD to ensure non-deduction or lower deduction of tax at source from interest on the NCD.If the date of interest payment falls on a Saturday, Sunday or a public holiday in Mumbai or any other payment centre notified in terms of the N.I. Act,

then interest would be paid on the next working day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force.Subject to the terms and conditions in connection with computation of applicable interest on the Record Date as stated in the section titled “Issue Procedure” on page 262 of the Tranche II Prospectus, please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of the Tranche II Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs.Day Count Convention:Interest shall be computed on an actual / actual basis on the principal outstanding on the NCDs as per the SEBI Circular bearing no. CIR/IMD/DF-1/122/2016 dated November 11, 2016.Effect of holidays on payments:If the Interest Payment Date falls on a day other than a Working Day, the interest payment shall be made by the Company on the immediately succeeding Working Day and calculation of such interest payment shall be as per original schedule as if such Interest Payment Date were a Working Day. Further, the future Interest Payment Dates shall remain intact and shall not be changed because of postponement of such interest payment on account of it falling on a non-Working Day. Payment of interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-enactment thereof for the time being in force.If Redemption Date (also being the last Interest Payment Date) falls on a day that is not a Working Day, the Redemption Amount shall be paid by the Company on the immediately preceding Working Day along with interest accrued on the NCDs until but excluding the date of such payment. The interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai.Illustration for guidance in respect of the day count convention and effect of holidays on payments:The illustration for guidance in respect of the day count convention and effect of holidays on payments, as required by SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016 is disclosed in Annexure E of the Tranche II Prospectus.Put OptionN/A.Call OptionN/A.Application SizeEach application should be for a minimum of 10 (ten) NCDs and multiples of one NCD thereof. The minimum application size for each application would be Rs. 10,000 (for all kinds of Series I, II, III, IV, V and VI NCDs either taken individually or collectively) and in multiples of Rs. 1,000 thereafter. Applicants can apply for any or all Series of NCDs offered hereunder provided the Applicant has applied for minimum application size using the same Application Form.Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions.Terms of PaymentThe entire issue price of Rs. 1000 per NCD is payable on application itself. In case of allotment of lesser number of NCDs than the number of NCDs applied for, our Company shall instruct the SCSBs to unblock the excess amount blocked on application in accordance with the terms of the Tranche II Prospectus.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

22 INDIA INFOLINE FINANCE LIMITED

Record DateThe record date for payment of interest in connection with the NCDs or repayment of principal in connection therewith shall be 15 days (as specifiedunder Tranche II Prospectus) prior to the date on which interest is due and payable, and/or the date of redemption or such other date as may be determined by the Board of Directors or the Finance Committee from time to time in accordance with the applicable law. Provided that trading in the NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of NCDs and the date of redemption or as prescribed by the Stock Exchanges, as the case may be.Manner of Payment of Interest / RefundThe bank details will be obtained from the Depositories for payment of Interest / refund / redemption as the case may be. Applicants are advised to keep their bank account details as appearing on the records of the depository participant updated at all points of time. Please note that failure to do so could result in delays in credit of Interest/ Redemption Amounts at the Applicant’s sole risk, and the Lead Managers, our Company or the Registrar shall have no responsibility and undertake no liability for the same.Printing of Bank Particulars on Interest WarrantsAs a matter of precaution against possible fraudulent encashment of refund orders and interest/redemption warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing on the orders/ warrants. NCDs applied and held in dematerialized form, these particulars would be taken directly from the depositories. In case of NCDs held in physical form on account of rematerialisation, the investors are advised to submit their bank account details with our Company / Registrar at least 7 (seven) days prior to the Record Date failing which the orders / warrants will be dispatched to the postal address of the holder of the NCDs as available in the records of our Company. Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified.Loan against NCDsPursuant to the RBI Circular dated June 27, 2013, our Company, being an NBFC, is not permitted to extend any loans against the security of its NCDs.Buy Back of NCDsOur Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company.Our Company may from time to time invite the NCD Holders to offer the NCDs held by them through one or more buy-back schemes and/or letters of offer upon such terms and conditions as our Company may from time to time determine, subject to applicable statutory and/or regulatory requirements. Such NCDs which are bought back may be extinguished, re-issued and/or resold in the open market with a view of strengthening the liquidity of the NCDs in the market, subject to applicable statutory and/or regulatory requirements.Procedure for Redemption by NCD HoldersNo action is required on the part of NCD Holder(s) at the time of redemption of NCDs.Payment on RedemptionOn the redemption date, redemption proceeds would be paid by cheque /pay order / electronic mode to those NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the Record Date fixed for the purpose of redemption. These NCDs will be simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the corresponding value of the NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of NCD Holders.

Our liability to NCD Holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD Holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s).Right to Reissue NCD(s)Subject to the provisions of the Companies Act, 2013, where we have fully redeemed or repurchased any NCD(s), we shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof, for the purpose of resale or reissue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or reissuing the same NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original NCDs.Sharing of InformationOur Company may, at its option, use on our own, as well as exchange, share or part with any financial or other information about the NCD Holders available with us, with our subsidiaries, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information.NoticesAll notices to the NCD Holder(s) required to be given by us or the Debenture Trustee shall be published in one English language newspaper having wide circulation and one regional language daily newspaper in Mumbai and/or will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time.Credit Rating and RationalePlease refer to Annexures A, B and C of the Tranche II Prospectus for the rationale of the above ratings.Trustees for the NCD HoldersOur Company has appointed Catalyst Trusteeship Limited to act as the Debenture Trustee for the NCD Holders in terms of Regulation 4(4) of the Debt Regulations and Section 71 (5) of the Companies Act, 2013 and the rules prescribed thereunder. Our Company and the Debenture Trustee have executed a Debenture Trust Deed dated February 4, 2019, inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The NCD Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD Holder(s). Any payment made by us to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s).The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost.Future BorrowingsOur Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual requirement, and change the capital structure including the issue of shares of any class, on such terms and conditions as we may think appropriate, without the consent of, or intimation to, the NCD Holders or the Debenture Trustee in this connection.LienOur Company will have the right of set-off and lien, present as well as future on the moneys due and payable to the NCD Holder(s), to the extent of all outstanding dues, if any by the NCD Holder(s) to our Company.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

23INDIA INFOLINE FINANCE LIMITED

Lien on Pledge of NCDsSubject to applicable laws, our Company, at its discretion, may record a lien on pledge of NCDs if such pledge of NCDs is accepted by any bank or institution for any loan provided to the NCD Holder(s) against pledge of such NCDs as part of the funding.For further details see section titled Issue Structure on page 242 of the Tranche II ProspectusStatement of Tax Benefits:For details, please see Statement of Tax Benefits on page 228 of the Tranche II Prospectus.

OTHER INSTRUCTIONSTitleThe NCD Holder(s) for the time being appearing in the record of beneficial owners maintained by the Depository shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes.No transfer of title of a NCD will be valid unless and until entered on the Register of NCD Holders or the register and index of NCD Holders maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the Register of NCD Holders maintained by the Depositories and/or our Company and/or the Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the NCDs will need to be settled with the seller of the NCDs and not with our Company or the Registrar. The provisions relating to transfer and transmission and other related matters in respect of our Company’s shares contained in the Articles of Association of our Company and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the NCDs as well.SuccessionWhere NCDs are held in joint names and one of the joint holders dies, the survivor(s) will be recognized as the NCD Holder(s). It will be sufficient for our Company to delete the name of the deceased NCD Holder after obtaining satisfactory evidence of his death. Provided, a third person may call on our Company to register his name as successor of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose of proving his title to the debentures. In the event of demise of the sole or first holder of the Debentures, our Company will recognise the executors or administrator of the deceased NCD Holders, or the holder of the succession certificate or other legal representative as having title to the Debentures only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The directors of our Company in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation.Where a non-resident Indian becomes entitled to the NCDs by way of succession, the following steps have to be complied with:1. Documentary evidence to be submitted to the Legacy Cell of the RBI to

the effect that the NCDs were acquired by the non-resident Indian as part of the legacy left by the deceased NCD Holder.

2. Proof that the non-resident Indian is an Indian national or is of Indian origin.

3. Such holding by a non-resident Indian will be on a non-repatriation basis.Joint-holdersWhere two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles.

JurisdictionOur Company has in the Debenture Trustee Agreement and the Debenture Trust Deed agreed, for the exclusive benefit of the Debenture Trustee and the Debenture holders, that the courts in Mumbai, Maharashtra are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Debenture Trust Deed or the NCDs and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with the Debenture Trust Deed and the NCDs may be brought only in the courts in Mumbai, Maharashtra.Events of DefaultSubject to the terms of the Debenture Trust Deed, the Debenture Trustee at its discretion may, or if so requested in writing by the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution, passed at a meeting of the NCD Holders, (subject to being indemnified and/or secured by the NCD Holders to its satisfaction), give notice to our Company specifying that the NCDs and/or any particular series of NCDs, in whole but not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of the events listed below occurs. The description below is indicative and a complete list of events of default and its consequences shall be as specified in the Debenture Trust Deed.Indicative list of Events of Default:(i) default is committed in payment of the principal amount of the NCDs on

the due date(s); and(ii) default is committed in payment of any interest on the NCDs on the due

date(s)Pre-Issue AdvertisementSubject to Section 30 of the Companies Act, 2013, our Company will issue a statutory advertisement on or before the relevant Tranche Issue Opening Date. This advertisement will contain the information as prescribed in Schedule IV of SEBI Debt Regulations in compliance with the Regulation 8(1) of SEBI Debt Regulations.Material updates, if any, between the date of filing of the Tranche II Prospectus with ROC and the date of release of the statutory advertisement will be included in the statutory advertisement.ListingThe NCDs offered through the Tranche II Prospectus are proposed to be listed on the BSE and NSE. Our Company has received an ‘in-principle’ approval from BSE by way of its letter bearing reference number DCS/BM/PI-BOND/17/18-19dated December 4, 2018 and from NSE by way of its letter bearing reference number NSE/LIST/68203 dated December 4, 2018 which was further revalidated and extended by their letter bearing reference number NSE/LIST/86418 dated July 23, 2019. For the purposes of the Issue, BSE shall be the Designated Stock Exchange.Our Company will use best efforts to ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchange are taken within 6 Working Days of the Tranche II Issue Closing Date. For the avoidance of doubt, it is hereby clarified that in the event of non-subscription to any one or more of the series, such series(s) of NCDs shall not be listed.ImpersonationAs a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section(1) of Section 38 of the Companies Act, 2013 which is reproduced below:“Any person who- (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act, 2013.”

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24 INDIA INFOLINE FINANCE LIMITED

The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least Rs. 10 lakh or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. In case the fraud involves (i) an amount which is less than Rs. 10 lakh or 1.00% of the turnover of the Company, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with an imprisonment for a term extending up to five years or a fine of an amount extending up to Rs. 20 lakh or with both.Guarantee/Letter of ComfortThis Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent.Investor Withdrawals and Pre-closureInvestor Withdrawal: Applicants are allowed to withdraw their Applications at any time prior to the Tranche II Issue Closing Date.Pre-closure: Our Company, in consultation with the Lead Managers reserves the right to close the Tranche II Issue at any time prior to the Issue Closing Date, subject to receipt of minimum subscription which is 75% of the Base Issue before the Issue Closing Date. Our Company shall allot NCDs with respect to the Applications received at the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements.Further, the Tranche II Issue will also be withdrawn by our Company in the event that the aggregate Applications received for the NCDs is lesser than the minimum subscription which is 75% of the Base Issue before the Issue Closing Date.In the event of such early closure of the Tranche II Issue, our Company shall ensure that public notice of such early closure is published on or before such early date of closure or the Tranche II Issue Closing Date of the Tranche II Issue, through advertisement(s) in all those newspapers in which pre-Issue advertisement and advertisement for opening or closure of the Tranche II Issue have been given.Revision of ApplicationsAs per the notice no: 20120831-22 dated August 31, 2012 issued by BSE, cancellation of one or more orders (series) within an Application is permitted during the Issue Period as long as the total order quantity does not fall under the minimum quantity required for a single Application. However, please note that in case of cancellation of one or more orders (series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application will be liable for rejection by the Registrar.Applicants may revise/ modify their Application details during the Issue Period, as allowed/permitted by the Stock Exchange(S), by submitting a written request to the Designated Intermediary, as the case may be. However, for the purpose of Allotment, the date of original upload of the Application will be considered in case of such revision/modification. In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic Application platform of the Stock Exchange as per the procedures and requirements prescribed by each relevant Stock Exchange, Applicants should ensure that they first withdraw their original Application and submit a fresh Application. In such a case the date of the new Application will be considered for date priority for Allotment purposes.Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on Issue Closing Date. However, in order that the data so captured is accurate, the Designated Intermediaries will be given up to one Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period, after which the data will be sent to the Registrar to the Issue for reconciliation with the data available with the NSDL and CDSL.

Minimum SubscriptionUnder the SEBI Debt Regulations, our Company may stipulate a minimum subscription amount which it seeks to raise. The SEBI has by its circular, CIR/IMD/DF/12/2014 dated June 17, 2014 prescribed the minimum subscription for debt securities as 75% of the base issue (i.e. INR 750 million). If our Company does not receive the minimum subscription of 75% of the Base Issue, prior to the Issue Closing Date, the entire subscription amount shall be refunded to the Applicants within six days from the date of closure of the Issue provided wherein, the Application Amount has been transferred to the Public Issue Account from the respective ASBA Accounts, such Application Amount shall be refunded from the Refund Account to the relevant ASBA Accounts(s) of the Applicants within 6 working days from the Issue Closing Date, failing which the Company will become liable to refund the Application Amount along with interest at the rate 15% per annum for the delayed period.Undertaking by our CompanyOur Company undertake that:a) the complaints received in respect of this Issue (except for complaints in

relation to Applications submitted to Designated Intermediaries) shall be attended to by us expeditiously and satisfactorily;

b) we shall take necessary steps for the purpose of getting the NCDs listed within the specified time i.e. six Working Days from the Tranche II Issue Closing Date.;

c) the funds required for dispatch of allotment advice/ certificates by registered post/ speed post shall be made available to the Registrar to the Issue by our Company;

d) necessary cooperation to the credit rating agencies shall be extended in providing true and adequate information until the debt obligations in respect of the NCDs are outstanding;

e) we shall forward the details of utilisation of the funds raised through the NCDs duly certified by our statutory auditors, to the Debenture Trustee at the end of each half year;

f) we shall disclose the complete name and address of the Debenture Trustee in our annual report;

g) we shall provide a compliance certificate to the Debenture Trustee (on an annual basis) in respect of compliance with the terms and conditions of issue of NCDs as contained in the Shelf Prospectus; and

h) we shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required by our Company from time to time.

For further details see section titled Issue related Information on Page 242 of the Tranche II Prospectus.

DETAILS PERTAINING TO THE COMPANY

HISTORY AND MAIN OBJECTSOur Company was originally incorporated on July 7, 2004 as a private limited company under the provisions of the Companies Act, 1956, bearing CIN U67120MH2004PTC147365 as India Infoline Investment Services Private Limited. Pursuant to a fresh Certificate of Incorporation granted to our Company dated July 10, 2007 by the RoC, Maharashtra, Mumbai bearing CIN U67120MH2004PLC147365, our Company was converted to a public limited company and the name of our company was changed to India Infoline Investment Services Limited. The name of the Company was further changed to India Infoline Finance Limited pursuant to fresh Certificate of Incorporation dated November 18, 2011 issued by the RoC, Maharashtra, Mumbai.For details of the business of our Company, see “Our Business” beginning on page 79 of the Tranche II Prospectus.NBFC RegistrationOur Company holds a certificate of registration dated May 12, 2005 bearing registration no. B-13.01792 issued by the RBI to carry on the activities of a NBFC under Section 45 IA of the RBI Act.

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

25INDIA INFOLINE FINANCE LIMITED

Based on the revised regulatory framework prescribed by RBI for NBFCs, our Company was classified under the category “Loan Company - Non De-posit Accepting” and is a systemically important non-deposit taking NBFC.For further details, refer to ‘History and Main Objects’ beginning on page no. 110 of the Tranche II Prospectus.

CAPITAL STRUCTUREDetails of Share Capital and Securities Premium AccountThe share capital and securities premium of our Company as on June 30, 2019 is set forth below:Share Capital (in Rs.)AUTHORISED SHARE CAPITAL300,000,000 equity shares of Rs. 10 each 3,000,000,000.001,999,600 equity shares of Rs.100 each 199,960,000.00400 Preference Shares of Rs. 100 each 40,000.00575,000,000 Preference Shares of Rs.10 each 5,750,000,000.00TOTAL AUTHORISED SHARE CAPITAL 8,950,000,000.00ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL 28,09,44,147 Equity Shares of Rs. 10 each 2,80,9441,470.00TOTAL 2,80,9441,470.00SECURITIES PREMIUM ACCOUNT* 18,314,664,129.00

Note: There will be no change in the capital structure and securities premium account due to the issue and allotment of the Tranche II NCDs.*As per IGAAP.For further details, please refer to section titled “Capital Structure”on page 41 of the Tranche II Prospectus.

OUR PROMOTERFor details, please refer to section titled “OUR PROMOTER”on page 144 of the Shelf Prospectus and on page 121 of the Tranche II Prospectus.

OUR MANAGEMENT

Name, Designation, Address, DIN, Nationality,

Date of Appointment, Occupation and Term

Age (years)

Other Directorships

Vijay Kumar ChopraDesignation:Chairman (Independent Director)Address: 4-A, HarmonyTower, Dr. E. Moses Road,Worli, Mumbai –400018,MaharashtraDIN: 02103940Nationality: IndianDate of Appointment: 27/06/2012Occupation: ProfessionalTerm:Five Years till the date of Composite Scheme of Arrangement coming into effect (w.e.f. April 1, 2019)

73 1. Pegasus Asset Reconstruction Private Limited

2. Havells India Limited3. Milestone Capital Advisors

Limited4. Greenlam Industries Limited5. Future Enterprises Limited6. Sheela Foam Limited7. IIFL Facilities Services Limited8. IIFL Finance Limited (Erstwhile

“IIFL Holdings Limited)

Nirmal JainDesignation:Whole-time DirectorAddress: 103 A Wing, Guruprasad CHS Limited, TPS II, CTS 777, F.P., 10 Hanuman Road, Vile Parle (East),Mumbai – 400 057.DIN: 00010535Nationality: IndianDate of Appointment: 07/07/2004Occupation: BusinessTerm:Five Years (w.e.f. April 1, 2019)

52 1. IIFL Finance Limited (erstwhile IIFL Holdings Limited)

2. IIFL Wealth Management Limited3. IIFL Home Finance Limited

(Formerly ‘India Infoline Housing Finance Limited’)

4. MNJ Consultants Private Limited.5. Pratham Education Foundation.

Venkataraman RajamaniDesignation:Non –Executive DirectorAddress: 604, Glen Heights, Powai,Mumbai – 400 076.DIN: 00011919Nationality: IndianDate of Appointment: 07/07/2004Occupation: BusinessTerm: N/A.

52 1. IIFL Finance Limited (erstwhile IIFL Holdings Limited)

2. IIFL Wealth Management Limited3. IIFL Home Finance Limited

(Formerly ‘India Infoline Housing Finance Limited’)

4. Samasta Microfinance Limited5. IIFL Management Services

Limited6. IIFL Securities Limited

Sumit BaliDesignation:Executive Director and CEOAddress: Flat No. 201, 2nd floor, Sea Spray Juhu Janki Kutir, Juhu Church Road, near Prithvi Theatre, Vile Parle (West). Mumbai – 400049.DIN: 02896088Nationality: IndianDate of Appointment: 25/06/2018Occupation: ProfessionalTerm:Five Years (w.e.f. June 25, 2018)

51 IIFL Home Finance Limited (Formerly ‘India Infoline Housing Finance Limited’)

Geeta MathurDesignation:Independent DirectorAddress: B-1/8, Vasant Vihar 1, New Delhi 110057.DIN: 02139552Nationality: IndianDate of Appointment: 29/07/2015Occupation: ProfessionalTerm:Five Years (w.e.f. July 29, 2015)

52 1. Motherson Sumi Systems Limited2. NIIT Limited3. IIFL Finance Limited (erstwhile

IIFL Holdings Limited)4. IIFL Wealth Management Limited5. TATA Communications

Transformation Services Limited6. Sentiss Pharma Private Limited7. Schneider Electric Infrastructure

Limited8. Ummeed Housing Finance Private

Limited9. J.K. Helene curtis limited10. JKekt India Limited11. IPE Global Centre for Knowledge

and Development12. Info Edge (India) Limited

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

26 INDIA INFOLINE FINANCE LIMITED

Nagarajan SrinivasanDesignation:Non-executive DirectorAddress: 64, 31st Cross, 7th Block Jayanagar, Bangalore South, BSK II Stage, Bangalore - 560082DIN: 01480303Nationality: IndianDate of Appointment: 26/09/2016Occupation: ProfessionalTerm: N.A.

56 1. Ayana Renewable Power Private Limited

2. CDC India Advisers Private Limited

3. Rainbow Children's Medicare Private Limited

4. Equitas Small Finance Bank Limited

5. Blue Saphire Healthcares Private Limited

6. Healthcare Global (Africa) Private Limited

7. CDC India Investments Private Limited

8. IIFL Finance Limited (Erstwhile “IIFL Holdings Limited)

Nilesh VikamseyDesignation:Independent DirectorAddress: Kalpataru Habitat, 184 / A Wing, Dr. SS. Rao Road, near Gandhi Hospital, Parel, Mumbai 400012.DIN: 00031213Nationality: IndianDate of Appointment: 31/03/2017Occupation: ProfessionalTerm: Five Years (w.e.f. March 31, 2017)

54 1. IIFL Finance Limited (Erstwhile “IIFL Holdings Limited)

2. SBI Life Insurance Company Limited

3. IIFL Wealth Management Limited4. Navneet Education Limited5. Thomas (Cook) India Limited6. PNB Housing Finance Limited7. NSEIT Limited8. SOTC Travel Limited

For further details relating to Management, please refer ‘Our Management’ on page no. 114 of the Tranche II Prospectus.

SUBSIDIARIESIIFL Home Finance LimitedShareholding PatternThe Shareholding pattern of IIFL Home Finance Limited as appearing under the head “Shareholding Pattern” in the Section “Our Subsidiaries” shall stand replaced with the following:The Shareholding pattern of IIFL Home Finance Limited as on June 30, 2019 is as set out in the table below:S . No.

Name of Equity Shareholders No. of Equity Shares held of face value of Rs. 10/- each

% total of Equity Shares

1 India Infoline Finance Limited 2,09,67,581 100%2 Prabodh Agrawal* 100 0.00%3 Narendra Jain* 100 0.00%4 R. Mohan* 100 0.00%5 Monu Ratra* 100 0.00%6 Amit Kumar Gupta* 100 0.00%7 Gajendra Thakur* 100 0.00%

Total 2,09,68,181 100.00%*Note: 6 nominee shareholders are holding 100 equity shares each on behalf of India Infoline Finance Limited.Samasta Microfinance LimitedShareholding PatternThe Shareholding pattern of Samasta as appearing under the head “Shareholding Pattern” in the Section “Our Subsidiaries” shall stand

replaced with the following:The Shareholding pattern of Samasta as on June 30, 2019 is as set out in the table below:

S. No.

Name of the Share holder No. of Equity Shares held

% of Share Holding

1 Shivaprakash D. 3,45,000 0.192 V.A. Narayanaswamy 10,52,938 0.593 Anitha Shivaprakash 1,93,200 0.114 Narayanaswamy Venkatesh 13,35,840 0.755 India Infoline Finance Limited 17,51,12,133 98.366 Prema Narayanaswamy* 1 0.007 Vidhya Anand 1 0.00

Total 17,80,39,113 100.00Note: Prema Narayanaswamy and Vidhya Anand, holding one equity share of Rs.10 each respectively are registered owners, the beneficial interest of such shares lies with V.A. Narayanaswamy.Clara Developers Private LimitedBoard of DirectorsThe board of directors of Clara as appearing on page 159 of the Shelf Prospectus shall stand replaced as follows:“The details of the board of directors of Clara as on the date of the Tranche II Prospectus is as set out in the table below:”S. No. Name of Director Designation DIN

1. Narendra Deshmal Jain Director 019844672. Anil Nelson Mascarenhas Director 035757173. Balaji Raghavan Director 053267404. Puneet Sharma Additional Director 08429772

REGULATION AND POLICIESFor further details, please refer page no. 211 of the Tranche II Prospectus.

LONG TERM DEBT TO EQUITY RATIO1. Debt to Equity Ratio of our Company as on March 31, 2019 on a

consolidated basis.(Rs. in Million)

Particulars Pre issue as at March 31,

2019*

Proposed Proceeds from

the Issue**

Post issue**

DebtDebt Securities & Subordinated Liabilities

1,21,804.52 10,000.00 1,31,804.52

Borrowings (Other than Debt Securities)

1,43,987.97 - 1,43,987.97

Total Debt (A) 2,65,792.49 10,000.00 2,75,792.49EquityEquity and Share Capital 2,809.20 - 2,809.20Other Equity 40,321.40 - 40,321.40Non Controlling Interest 44.07 - 44.07Total Equity (B) 43,174.67 - 43,174.67Debt / Equity (A/ B) 6.16 6.39

Notes:* As per Indian Accounting Standards (“Ind AS”) notified under section 133

of the Companies Act, 2013, read with relevant rules issued thereunder.** The figures for the respective financial statements line items under Post

Issue column are derived after considering the impact due to proposed issue of secured debt and/or unsecured subordinated debt and it does

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IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

27INDIA INFOLINE FINANCE LIMITED

not consider any other transactions or movements for such financial statements line items after March 31, 2019. The debt-equity ratio post the Issue is indicative on account of the assumed inflow of Rs. 10,000 million from the proposed Issue in the secured debt and/or unsecured subordinated debt category as on March 31, 2019. The actual debt-equity ratio post the Issue would depend on the actual position of debt and equity on the Deemed Date of Allotment.

For further details refer section titled Material Developments on page 28 of the Tranche II Prospectus.

FINANCIAL HIGHLIGHTS OF THE COMPANYThe following table sets forth the Key Operational and Financial Parameters (as per Ind AS) on a consolidated basis:

(Rs. in Million)Parameters Mar-19 Mar-18Networth (Note 1) 42,596.11 36,753.33Total Debt 2,65,792.49 2,63,028.50Debt Securities 1,05,775.88 1,38,038.49Borrowings (Other than Debt Securities) 1,43,987.97 1,11,080.40Subordinated Liabilities 16,028.64 13,909.61Property, Plant and Equipment, Capital work in progress and Other Intangible assets (Note 2)

1,111.11 863.70

Cash and Cash Equivalents 12,765.68 5,886.37Bank balances other than cash and cash equivalents

12,434.68 9,301.76

Loans 2,72,700.67 2,85,651.46Financial assets (Note 3) 25,836.58 10,974.71Non-Financial assets (Note 4) 7,066.12 7,115.90Financial liabilities (Note 5) 21,097.87 17,636.82Non-Financial liabilities 1,849.81 2,210.08Revenue from Operations1 49,091.14 38,795.44Finance Cost 25,857.26 20,880.27Impairment on financial instruments (Note 6)

3,002.57 3,992.30

Total Comprehensive Income (Post non controlling interest)

7,173.87 4,632.43

Gross Stage 3 % 1.95% 1.72%Net Stage 3 % 0.62% 0.64%Tier I Capital Adequacy Ratio (%)* 15.94% 14.97%Tier II Capital Adequacy Ratio (%)* 3.24% 1.35%Gross Debt: Equity Ratio of the Company(Note 7):-Before the issue of debt securities 6.16 7.12After the issue of debt securities 6.39 -

*on a standalone basis Notes :1. Networth means share capital plus reserves less miscellaneous

expenditure / prepaid expenses to the extent not written off.2. “Property, Plant and Equipment and Other Intangible assets” refers to

the aggregate of Property, Plant and Equipment, Other intangible assets, Capital work in progress and Goodwill

3. Financial assets refers to aggregate of Investments,Receivables and Other financial assets.

4. Non Financial assets refers to aggregate of Current tax assets (Net) , Deferred tax Assets (Net), Investment Property and Other non-financial assets

5. Financial liabilities refers to aggregate of Derivative financial instruments, Payables and Other financial liabilities

6. Impairment of financial instruments include Net loss on derecognition of financial instruments under amortised cost category.

7. “Debt to equity ratio” refers to aggregate of Debt securities, Borrowings (other than debt securities), Subordinated Liabilities at the end of the period divided by networth.

For further details, please refer page no. 157 of the Tranche II Prospectus.

LEGAL AND OTHER INFORMATIONExcept as disclosed below, there are no pending proceedings pertaining to:i. matters likely to affect operations and finances of our Company, Promoter,

Directors, group companies, or any other person, whose outcome could have a material adverse effect on our Company, including disputed tax liabilities and contingent liabilities of any nature;

ii. any default and non-payment of statutory dues;iii. litigation or legal action pending or taken by any Ministry or Department

of the Government or a statutory authority against Promoters during the last five years immediately preceding the date of the issue of the Tranche II Prospectus and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action;

iv. any material fraud committed against our Company in the last five years;v. there are no failures or defaults to meet statutory dues, institutional dues

and dues towards instrument holders including holders of debentures, fixed deposits and arrears on cumulative preference shares, etc., by our Company;

vi. pending proceedings initiated against our Company for economic offences; and

vii. inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013, or any previous companies law (including where there were any prosecutions filed) and fines imposed or compounding of offences by our Company in the last five years immediately preceding the year of issue of the Tranche II Prospectus against our Company and our Subsidiaries fines imposed on or compounding of offences done by our Company and our Subsidiaries in the last five years immediately preceding the year of the Tranche II Prospectus.

1. Material litigations and regulatory actions involving our Company(a) As on the date of the Tranche II Prospectus, following are material

litigations in our Company:(i) Criminal Litigation By our CompanyA. A complaint was filed by Praveen Murthy at the Cubbon Park Police

Station, Bangalore against certain third parties namely Ramesh Mangoji & Others suspected alleging involvement in the unauthorised sale and auction of gold jewels, who were in no way connected with our Company. However, a storage room containing 63 kilograms of gold at the Bangalore gold loan office of our Company, was sealed by the police on September 6, 2014 in connection with the investigation of the said complaint. Aggrieved by the action of the police, our Company filed a writ petition dated September 30, 2014 before the Karnataka High Court requesting the court to direct the police to release the gold. During the pendency of the writ petition, the police vide its letter dated January 5, 2015 addressed to our Company, permitted the auction of the gold under the supervision of one of their investigating officers. The gold was duly auctioned. The writ petition is presently pending before the High Court of Karnataka.

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28 INDIA INFOLINE FINANCE LIMITED

B. Our Company has filed 18,538 proceedings against various borrowers under Section 138 of the Negotiable Instruments Act, 1881 and/or Section 25 of the Payment and Settlement Systems Act, 2007 for dishonour of cheques / electronic clearing system in various courts, involving an amount of approximately Rs. 6581.388 million. The cases are pending before various courts at various stages of adjudication.

C. In relation to our gold loan, commercial vehicle and home loan portfolio, the Company has lodged 70 first information reports (“FIRs”) and 2 complaints has filed against various borrowers for offences under Sections 395, 405, 406, 409, 415, 419, 420, 441, 447, 467, 468, 471, 120(b), 156(3) and 34 of Indian Penal Code, 1860, involving a cumulative amount of Rs.422.09 million. The said FIRs are under investigation by various police stations.

D. India Infoline Finance Limited, in the ordinary course of business, in relation to its home loan/loan against property portfolio, hasfiled a complaint dated February 9, 2018 before the Court against Royal Heritage Builders Colonisers Infrastructure Private Limited under Section 138 of Negotiable Instrument Act, involving an amount of approximately Rs.0.89 million. Against the said complaint, Zeeshan Ali, the director of Royal Heritage Builders Colonisers Infrastructure Private Limited has filed a quashing petition under Section 482 of the Code of Criminal Procedure, 1973, before the High Court of Bhopal against the state of Madhya Pradesh. India Infoline Finance Limited is contesting the matter and the matter is pending the court.

E. India Infoline Finance Limited has filed 4 proceedings against Deep Cotton under section 138 of the Negotiable instrument Act 1881, for dishonour of cheques on various dates. The claim amount is Rs. 0.67 million. The Order is passed in favour of India Infoline Finance Limited. The Borrower filed 4 revision applications under Section 397 of the Code for Criminal Procedure, 1973 (“Cr.PC”) against the Order seeking revision/quashing of action of dishonour of instrument under section 138 of NI Act 1881 before the Sessions Court. The matter is pending for hearing.

F. India Infoline Finance Limited filed a criminal complaint dated January 14, 2016 against HG Retail Ventures Private Limited (“Borrower”) under section 138 of the Negotiable instrument Act 1881, for dishonour of cheques. The claim amount is Rs.0.69 million. The Borrower has filed a quashing petition against the said complaint under section 482 of the Cr. P.C. Simultaneously, India Infoline Finance Limited issued demand notice dated August 25, 2016 and the possession notice dated November 15, 2016 (“Possession notice”) under SARFEASI Act against the Borrower,towards outstanding dues in relation to a loan availed by Borrower. Mr. Bharat Bhusan Jhamb (“Third party”) has filed an application before the Debt Recovery Tribunal, against India Infoline Finance Limited seeking that the demand notice dated August 25, 2016 and the Possession Notice, be declared null and void. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

G. India Infoline Finance Limited filed 3 criminal complaints against Nivedita Dubey (“Borrower”) dated November 2, 2015, under section 138 of the Negotiable instrument Act 1881, for dishonour of cheques. The claim amount is Rs. 15.05 million. Simultaneously, India Infoline Finance Limited issued demand notice dated September 01, 2016 and the possession notice (“Possession Notice”) under SARFEASI Act against the Borrower, due to outstanding dues in relation to a loan availed by Borrower. Ms. Subhasini Dubey (“Co-Borrower”) has filed an application before the Debt Recovery Tribunal, (“DRT”) against India Infoline Finance Limited seeking the demand notice and the Possession Notice, be declared null and void. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

H. India Infoline Finance Limited filed two criminal complaints against Jaipuria Buildcon Private Limited (“Borrower”) dated September 6,

2016 and May 5, 2018, under section 138 of the Negotiable Instrument Act 1881, for dishonour of cheques and also filed an application under Section 156(3) under Cr.P.C dated July 2, 2016. The claim amount is Rs.103.62 million. Simultaneously, India Infoline Finance Limited issued a demand notice dated August 25, 2016 and the possession notice dated November 16, 2016 (“Possession Notice”) under SARFEASI Act against the Borrower,towards outstanding dues in relation to a loan availed by Borrower. Mr. Ashish Agarwal, Akhil Agarwal, Anil Bansal and Union Bank of India have filed an application before the Debt Recovery Tribunal, at Delhi (“DRT”) to the extent of their respective units in the project against India Infoline Finance Limited seeking the demand notice dated August 25, 2016 and the Possession Notice, be declared null and void. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

Against our CompanyA. Manju Rajesh (“Complainant”) filed a criminal complaint bearing

number C.M.P. No. 1479/2018 dated November, 30 2018 before the Learned Judicial Magistrate First Class, Chenganoor (“Complaint”), against IIFL and its director Nirmal Jain under Section 190 of the Code for Criminal Procedure, 1973 levelling charges under Section 420 and 34 of the Indian Penal Code, 1860 alleging cheating for not returning gold. IIFL and its director Nirmal Jain is contesting the said Complaint and Quashing petition bearing number 1 of 2018 under section 482 of the Cr.p.c has been filed Before the Hon’ble High Court of Kerala at Ernakulam, wherein by an interim order dated December 3, 2018, all further proceedings in the said complaint have been stayed. The Matter is pending for hearing.

B. A first information report (“FIR”) no. 77/19 dated March 4, 2019 was lodged by Vijay Baniranka at Kothwali Police Station, Ranchi against IIFL, Nirmal Bhanwarlal Jain and others(“Accused”), under Sections 420/467/468/471/409/120(B) of the Indian Penal Code, 1860, alleging inter-alia, cheating and criminal breach of trust for not returning the pledged gold. The matter is under investigation.

C. A first information report (“FIR”) no. 0541/19 dated June 10, 2019 was lodged by Sushil Jainarayan Karwa (“Complainant”) before Chatursharungi Police Station, Pune against India Infoline Finance Limited, Nirmal Bhanwarlal Jain, Venkat Rajamani and others (“Accused”), under Sections 406, 420, 463, 464, 465, 467, 468, 469, 34, 120(B) of the Indian Penal Code, 1860, alleging inter alia, cheating and criminal breach of trust by India Infoline Finance Limited along with the other accused for (i) not having taken consent of the Complainant prior to execution of an MoU with Madhavi Laddha, and (ii) for returning the original title documents to Madhavi Latha, thereby alleging a nexus between Madhavi Laddha and India Infoline Finance Limited. The matter is currently under investigation.

(ii) Civil LitigationBy our CompanyA. An arbitration proceeding was initiated by our Company on July 24,

2018 before a sole arbitrator at Mumbai, against Sai Medisolution Private Limited (“SMPL”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to the recovery of Rs. 19.82 million advanced towards healthcare finance facility to SMPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

B. An arbitration proceeding was initiated by our Company on July 11, 2018 before a sole arbitrator at Mumbai, against Ayursundra Health Care Private Limited (“AHCPL”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 25.64 million advanced towards healthcare finance facility to AHCPL and for recovery of the same. The arbitration proceeding is presently under adjudication before the sole arbitrator.

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C. An arbitration proceeding was initiated by our Company on July 11, 2018 before a sole arbitrator at Mumbai, against Ayursundra Health Care Private Limited (“Ayursundra”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 18.91 million advanced towards healthcare finance facility to Ayursundra. The arbitration proceeding is presently under adjudication before the sole arbitrator.

D. An arbitration proceeding was initiated by our Company on December 29, 2015 before a sole arbitrator at Mumbai, against Pannalal Shivratan Bagdia (“PSB”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 33.17 million advanced towards home loan facility to PSB. The arbitration proceeding is presently under adjudication before the sole arbitrator.

E. An arbitration proceeding was initiated by our Company on June 3, 2016 before a sole arbitrator at Mumbai, against Bharat Shankarlal Shah (“BSS”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 50.63 million towards home loan facility advanced to BSS.. The arbitration proceeding is presently under adjudication before the sole arbitrator.

F. An arbitration proceeding was initiated by our Company on June 3, 2016 before a sole arbitrator at Mumbai, against Kiran Anil Kursija (“KAK”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 50.71 million home loan facility advanced to KAK. The arbitration proceeding is presently under adjudication before the sole arbitrator.

G. An arbitration proceeding was initiated by our Company on July 28, 2018 before a sole arbitrator at Mumbai, against Om Shivam Maternity and Nursing Hospital Private Limited (“Om Shivam”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to the recovery of Rs. 15.87 million advanced towards healthcare finance facility to Om Shivam. The arbitration proceeding is presently under adjudication before the sole arbitrator.

H. An arbitration proceeding was initiated by our Company on November 30, 2018 before a sole arbitrator at Mumbai, against V.S. Agency (“VSA”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 43.91 million advanced towards SME Finance facility to VSA. The arbitration proceeding is presently under adjudication before the sole arbitrator.

I. An arbitration proceeding was initiated by our Company on December 14, 2018 before a sole arbitrator at Mumbai, against Vardhman Roller Flour Mill Pvt. Ltd. (“VRFMPL”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 55.14 million advanced towards SME Finance facility to VRFMPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

J. An arbitration proceeding was initiated by our Company on November 30, 2018 before a sole arbitrator at Mumbai, against Rahul Foundation (“RF”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 37.71 million advanced towards Health Care Finance facility to RF. The arbitration proceeding is presently under adjudication before the sole arbitrator.

K. An arbitration proceeding was initiated by our Company on November 30, 2018 before a sole arbitrator at Mumbai, against Rahul Foundation (“RF”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 15.86 million advanced towards Health Care Finance facility to RF. The arbitration proceeding is presently under adjudication before the sole arbitrator.

L. An arbitration proceeding was initiated by our Company on February 04, 2019 before a sole arbitrator at Chennai, against Sparsh Hospital and Critical Care Private Limited (“SHCCPL”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery

of Rs. 13.30 million advanced towards Health Care Finance facility to SHCCPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

M. An arbitration proceeding was initiated by our Company on February 04, 2019 before a sole arbitrator at Chennai, against Spars Hospital And Critical Care Private Limited (“SHCCPL”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 24.33 million advanced towards Health Care Finance facility to SHCCPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

N. An arbitration proceeding was initiated by our Company on February 04, 2019 before a sole arbitrator at Chennai, against Maa Durga Diagnostic Centre (“MDDC”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 19.21 million advanced towards Health Care Finance facility to MDDC. The arbitration proceeding is presently under adjudication before the sole arbitrator.

O. An arbitration proceeding was initiated by our Company on February 04, 2019 before a sole arbitrator at Chennai, against I Lasik House (“ILH”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 12.94 million advanced towards Health Care Finance facility to ILH. The arbitration proceeding is presently under adjudication before the sole arbitrator.

P. An arbitration proceeding was initiated by our Company on February 04, 2019 before a sole arbitrator at Chennai, against Suviksha Health Care Pvt. Ltd. (“SHCPL”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.36.14 million advanced towards Health Care Finance facility to SHCPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

Q. An arbitration proceeding was initiated by our Company on March 14, 2019 before a sole arbitrator at Chennai, against Vasan Health Care Private Limited (“VHCPL”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.22.00 million advanced towards Health Care Finance facility to VHCPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

R. An arbitration proceeding was initiated by our Company on March 14, 2019 before a sole arbitrator at Chennai, against Way Two Health Diagnostics Pvt Ltd (“WTHDPL”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.11.49 million advanced towards Health Care Finance facility to WTHDPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

S. An arbitration proceeding was initiated by our Company on March 14, 2019 before a sole arbitrator at Chennai, against Curewell Diagnostic Center (“CDC”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.14.16 million advanced towards Health Care Finance facility to CDC. The arbitration proceeding is presently under adjudication before the sole arbitrator.

T. An arbitration proceeding was initiated by our Company on March 14, 2019 before a sole arbitrator at Chennai, against Sai Tirupati University (“STU”) under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs. 24.68 million advanced towards Health Care Finance facility to STU. The arbitration proceeding is presently under adjudication before the sole arbitrator.

U. An arbitration proceeding was initiated by our Company on December 27, 2018 before a sole arbitrator at Gurgaon, against Mrs. Shivani Jain (“SJ”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.17.55 million advanced towards home loan/loan against property facility to SJ. The arbitration proceeding is presently under adjudication before the sole arbitrator.

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V. An arbitration proceeding was initiated by our Company on December 27, 2018 before a sole arbitrator at Gurgaon, against Mr. Bharat Mittal (“BM”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.14.66 million advanced towards home loan/loan against property facility to BM. The arbitration proceeding is presently under adjudication before the sole arbitrator.

W. An arbitration proceeding was initiated by our Company on December 27, 2018 before a sole arbitrator at Gurgaon, against Shree Sai Industries Pvt. Ltd. (“SSIPL”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.48.77 million advanced towards home loan/loan against property facility to SSIPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

X. An arbitration proceeding was initiated by our Company on December 27, 2018 before a sole arbitrator at Gurgaon, against Sindhu Cargo Services Pvt. Ltd. (“SCSPL”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.69.06 million advanced towards home loan/loan against property facility to SCSPL. The arbitration proceeding is presently under adjudication before the sole arbitrator.

Y. An arbitration proceeding was initiated by our Company on March 27, 2019 before a sole arbitrator at Delhi, against Mr. Ramji Virji Patel (“RVP”)under the provisions of the Arbitration and Conciliation Act, 1996, in relation to recovery of Rs.43.39 million advanced towards Home Loan/loan against property facility to RVP. The arbitration proceeding is presently under adjudication before the sole arbitrator.

Z. An execution proceeding was initiated by our Company on April 2, 2016 before the District and Sessions Court, Ahmedabad, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in relation to arbitration proceedings initiated against Jitendrakumar Manshuklal Shah (“JMS”), for recovery of Rs.18.26 million advanced to JMS towards home loan facility/loan against property. The execution proceeding is presently pending before the said court for hearing.

AA. An execution proceeding was initiated by our Company on July 22, 2016 before the District and Sessions Court, Kolhapur, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in relation to the arbitration proceeding initiated against Atul Vishwasrao Salunkhe (“AVS”) for recovery of Rs. 12.52 million advanced to AVS towards home loan facility/loan against property. The execution proceeding is presently pending before the said court for hearing.

BB. An execution proceeding was initiated by our Company on February 6, 2017 before the High Court, Mumbai, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in arbitration proceedings initiated against Thakare Multitherapy Hospital Private Limited (“TMH”) for recovery of Rs. 33.06 million advanced to TMH towards home loan facility. The matter is presently pending before the said court for hearing.

CC. An execution proceeding was initiated by our Company on February 02, 2016 before the High Court, Madras, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in arbitration proceedings initiated against Singhi Brothers, for recovery of Rs. 27.00 million advanced to SB towards home loan facility. The matter is presently pending before the said Court for hearing.

DD. An execution proceeding was initiated by our Company on July 14, 2016 before the District and Sessions Court, Uttar Pradesh, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in arbitration proceedings initiated against Kaushal Kumar, for recovery of Rs. 46.56

million advanced to KK towards home loan facility. The matter is presently pending before the said Court for hearing.

EE. An execution proceeding was initiated by our Company on March 08, 2019 before the District and Sessions Court, Jabalpur, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in arbitration proceedings initiated against Brijendra Kumar Jain, for recovery of Rs. 17.69 million advanced to BKJ towards home loan facility. The matter is presently pending before the said Court for hearing.

FF. An execution proceeding was initiated by our Company on February 14, 2019 before the District and Sessions Court, Delhi, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in arbitration proceedings initiated against M/s. Sbr Diagnostic Private Limited, for recovery of Rs. 18.54 million advanced to SBR towards Health Care Finance facility. The matter is presently pending before the said Court for hearing.

GG. An execution proceeding was initiated by our Company on February 28, 2019 before the District and Sessions Court, Patiala House, to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in arbitration proceedings initiated against M/s. Innovative Life Discoveries Private Limited, for recovery of Rs. 13.56 million advanced to ILDPL towards Health Care Finance facility. The matter is presently pending before the said Court for hearing.

HH. An execution proceeding was initiated by our Company on January 18, 2019 before the District and Sessions Court, Jabalpur to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in relation to arbitration proceedings initiated against Gulshan Kumar Makker (“GKM”), for recovery of Rs. 10.11 million advanced to GKM towards home loan facility/loan against property. The execution proceeding is presently pending before the said court for hearing.

II. An execution proceeding was initiated by our Company on January 10, 2017 before the District Court, Fatehgarh Sahib to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in relation to arbitration proceedings initiated against Vishal Bansal (“VB”), for recovery of Rs.63.64 million advanced to VB towards home loan/loan against property. The execution proceeding is presently pending before the said court for hearing.

JJ. An execution proceeding was initiated by our Company on January 20, 2017 before the District and Sessions Court, Pune to execute the award passed in favour of our Company by the sole arbitrator under the provisions of the Arbitration and Conciliation Act, 1996 in relation to arbitration proceedings initiated against Yogesh Chandrakant Zagade (“YCZ”), for recovery of Rs. 53.72 million advanced to YCZ towards home loan facility/loan against property. The execution proceeding is presently pending before the said court for hearing.

KK. A Company Petitions proceeding was initiated by IIFL on January 21, 2019 before a National Company Law Tribunal at Mumbai, against M/s Satra Properties (India) Pvt Ltd under the provisions of the Insolvency and Bankruptcy act, due to default in repayment of Rs. 1000 million towards a Home Loan/loan against property/ Construction Finance facility and for recovery of the same. The said petitions are pending before the tribunal for hearing.

LL. A Company application nos.222/2019 to 227/2019 dated May 22, 2019 was filed by IIFL before the High Court, Bombay (“Court”) against Shree Urban Infrastructure Limited to seek leave of this Hon`ble Court under Section 446 of the Companies Act, 1956 to file proceedings against the Company i.e. Shree Ram Urban Infrastructure Limited, before this

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Hon`ble Court thereby seeking specific performance of the Agreement for sale of the premises. The matter is currently pending.

MM. IIFL (“Petitioner”) filed a writ petition number 7508 of 2012 (“Writ”) dated March 06, 2012 before the High Court of Bangalore (“Bangalore High Court”) against the State of Karnataka (“Respondent”) under Article 226 of the Constitution of India (“Constitution”) challenging the notice dated August 17, 2011 seeking to bring the Petitioner under the provisions of the Karnataka Money Lenders Act, 1961 and the Karnataka Prohibition of Charging Exorbitant Interest Act, 2004. The Petitioner has submitted that the said notice is illegal and unconstitutional and violative of the Reserve Bank of India Act, 1934. The matter is currently pending.

NN. Appeals dated May 11, 2018 being Nos. 255/18, 256/18 and 257/18 filed by IIFL before the Debt Recovery Appellate Tribunal, Delhi against Jaipuria Buildcon and also against its subsidiary companies, due to non-repayment of Rs. 110.61 million in relation to a loan availed by Borrower. IIFL is contesting the matter and the matter is pending before the DRAT.

OO. Company petition was filed by India Infoline Finance Limited on May 29, 2019 before the National Company Law Tribunal at Bangalore, against M/s Unishire Regency Park, LLP under the provision of the Insolvency and Bankruptcy Code, due to the alleged default in repayment of Rs.152.21 millions towards a construction finance facility and for the recovery of the same. The said petitions is pending for clearance of the observation and matter is yet to be admitted.

PP. India Infoline Finance Limited filed an Appeal being No. 666/2019 dated May 3, 2019 before the Debt Recovery Appellate Tribunal, Mumbai (“DRAT”) against Hamduley Salim Abdul Rashid, Latif Muley (“Borrower”) against the Order passed by Debt Recovery Tribunal. In this matter, India Infoline Finance Limited initiated SARFAESI proceeding due to non-repayment of Rs.14.94 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRAT.

QQ. India Infoline Finance Limited filed an Appeal bearing No. 3085/2019 dated June 3, 2019 before the PMLA Appellate Tribunal, Delhi against the order passed by the Adjudicating Authority (PMLA Tribunal). In this matter, the Enforcement Directorate has attached the property which is mortgaged with India Infoline Finance Limited and India Infoline Finance Limited challenged the before the PMLA Appellate Tribunal. In this mater, India Infoline Finance Limited initiated SARFAESI proceedings due to the alleged non-repayment of Rs.13.29 million in relation to a loan availed by the Borrower(Arvind Casting). India Infoline Finance Limited is contesting the matter and the matter is pending before the PMLA Appellate Tribunal, Delhi.

Against our CompanyA. An application dated November 3, 2017 was filed by Sandeep Narender

Aggarwal (“Borrower”) before the Debt Recovery Tribunal, at Delhi against India Infoline Finance Limited seeking that the demand notice dated June 22, 2017 and the possession notice dated September 22, 2017, issued by India Infoline Finance Limited in relation to the alleged default in repayment of Rs. 20.32 million by the Borrower, be declared null and void. The matter is currently pending.

B. An application dated March 9, 2017 was filed by Sangeeta Pandey (“Borrower”) before the Debt Recovery Tribunal, at Delhi (“DRT”) against India Infoline Finance Limited seeking that the demand notice dated August 25, 2016 and the possession notice dated November 15, 2016, issued by India Infoline Finance Limited in relation to the alleged default in repayment of Rs.45.63 million by the Borrower, be declared null and void. The matter is currently pending.

C. An application dated February 16, 2017 was filed by N.M. Roof Designers Limited (“Borrower”) before the Debt Recovery Tribunal, at Jaipur (“DRT”) against India Infoline Finance Limited seeking that the demand

notice dated August 29, 2016 and the possession notice dated November 29, 2016 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged by Borrower, due to the alleged non-repayment of Rs.64.39 million in relation to a loan availed by Borrower. Further, Mr. Vimal Mandalhas also filed an application before the Debt Recovery Tribunal, at Jaipur (“DRT”) against India Infoline Finance Limited seeking that the demand notice dated August 29, 2016 and the possession notice dated November 29, 2016, issued by India Infoline Finance Limited to N.M Roof Designers Limited be declared null and void. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

D. An application dated September 14, 2018 was filed by Nikhil Kothari (“Borrower”) before the Debt Recovery Tribunal, at Jabalpur against India Infoline Finance Limited seeking that the demand notice dated April 30, 2018 and the possession notice dated July 13, 2018, issued by India Infoline Finance Limited in relation to the alleged default in repayment of Rs.37.40 million by the Borrower, be declared null and void. The matter is currently pending.

E. A writ petition dated November 12, 2018 by Jaipuria Buildcon against India Infoline Finance Limited before the High Court at Allahabad under Article 226 of Constitution of India for seeking order under Writ of Mandamus against India Infoline Finance Limited to set aside the notice dated August 25, 2016 and the possession notice dated November 16, 2016 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged by Jaipuria Buildcon Private Limited (“Borrower”), due to the alleged non-repayment of Rs.110.61 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

F. An application dated October, 28 2018 was filed by Sahil Infra before the Debt Recovery Tribunal, at Indore (“DRT”) against India Infoline Finance Limited and challenged the SARFAESI Proceeding. In this matter, India Infoline Finance Limited Initiated Sec.14 proceeding against the borrower due to the alleged non-repayment of Rs.13.31 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

G. A summons received by India Infoline Finance Limited on September 12, 2018 in an application dated June 30, 2018 filed by Madhur Parcel Services before the Debt Recovery Tribunal, at Jabalpur (“DRT”) against India Infoline Finance Limited seeking that the demand notice dated August 29, 2016 and the possession notice dated November 05, 2016 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged by Pharma Traders Private Limited (“Borrower”), due to the alleged non-repayment of Rs.44.68 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

H. An application dated August 29, 2018 was filed by AVJ Developers (India) Limited (“Borrower”) before the Debt Recovery Tribunal, at Delhi (“DRT”) against India Infoline Finance Limited seeking that the demand notice dated March 5, 2018 and the possession notice dated May 24, 2018 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged

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by the Borrower, due to the alleged non-repayment of Rs. 936.58 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

I. A summons was received by India Infoline Finance Limited on November 21, 2018 in an application dated August 05, 2018 filed by Pharma Traders Pvt. Ltd. (“Borrower”) before the Debt Recovery Tribunal, at Jabalpur (“DRT”) against India Infoline Finance Limited seeking that the demand notice dated August 29, 2016 and the possession notice dated November 05, 2016 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged by Borrower, due to the alleged non-repayment of Rs. 44.68 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

J. A summons was received by India Infoline Finance Limited on November 19, 2018 in an application dated August 31, 2018 was filed by Manivanan (“Borrower”) before the Debt Recovery Tribunal, at Chennai (“DRT”) against India Infoline Finance Limited seeking that the demand notice dated September 14, 2017 and the possession notice dated December 05, 2017 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged by Borrower, due to the alleged non-repayment of Rs. 91.59 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

K. An application dated November 19, 2018 was filed by Colorhome Developers (“Borrower”) before the Debt Recovery Tribunal, at Chennai (“DRT”) against India Infoline Finance Limited seeking that the demand notice dated July 27, 2018 and the possession notice dated October 16, 2018 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged by Borrower, due to the alleged non-repayment of Rs.19.46 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

L. RakeshSheth (“Petitioner”) had filed a public interest litigation on January 21, 2019 against SEBI, the Ministry of Corporate Affairs, Serious Fraud Investigation Office and India Infoline Finance Limited before the High Court of Madras. The Petitioner had stated that India Infoline Finance Limited is set to raise Rs. 2000 crore via retail bonds and since India Infoline Finance Limited Commodities Limited (an associate company of India Infoline Finance Limited with common shareholders and common directors) is an accused in the NSEL scam case, India Infoline Finance Limited should not be allowed to access funds from the market. Upon hearing and recording the submissions made on behalf of the petitioner, the Hon’ble High Court refused to stay NCD issue and ordered issue of notice to the Respondents. The matter is currently pending.

M. An application dated June 1, 2016 was filed by K. Rajarajan (“Borrower”) before Principal District Judge, Pondicherry under Section 34 of Arbitration and Conciliation Act, 1996 to set aside of the Award passed by Ld. Arbitrator. In this matter Award has been passed by the Ld. Arbitrator in favour of India Infoline Finance Limited due to the alleged non-payment of Rs. 16.34 million in relation to the home loan/loan against property portfolio availed by the Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending for adjudication.

N. There are two applications dated March 23 2019 and March 28, 2019 was filed by Balaji Cars (“Borrower”) before the Debt Recovery

Tribunal, at Pune (“DRT”) against India Infoline Finance Limited India Infoline Finance Limited seeking that the demand notice dated October 18, 2016 and the possession notice dated May 26, 2018 (“Possession notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession and sale of the property mortgaged by Borrower, due to the alleged non-repayment of Rs.87.77 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

O. An application dated June 17, 2019 was filed by Lalit Garg(M/S Manak Enterprises “Borrower”) before the Debt Recovery Tribunal, at Jaipur (“DRT”) against India Infoline Finance Limited and challenged the SARFAESI Proceeding initiated by India Infoline Finance Limited and seeking that the demand notice dated December 22, 2018 and the possession notice dated May3, 2019 (“Possession Notice”), issued by India Infoline Finance Limited be declared null and void. India Infoline Finance Limited had issued the Possession Notice in accordance with the provisions of the SARFAESI Act, for the possession of the property mortgaged by Borrower, due to the alleged non-repayment of Rs.19.02 million in relation to a loan availed by Borrower. India Infoline Finance Limited is contesting the matter and the matter is pending before the DRT.

(b) Legal or regulatory actions taken by statutory or regulatory authorities against our Company

A. A direction dated July 17, 2018 was received by our Company from Pension Fund Regulatory and Development Authority (“PFRDA”), listing out the required actions to be complied with, in regard to pending amount of Rs.0.76 million by the subscribers’ deposits with our Company as registered point of presence for National Pension Scheme as on March 31, 2018. In this regard, IIFL had initiated the required compliances and due periodical reports are being submitted to PFRDA. The compliances on the direction are under progress.

B. The Ex-Employees of the company has filed 03 cases before labour court & tribunals against IIFL for reinstatement and salary dues, in various courts. The matters are pending before various courts.

C. SEBI had issued a show-because notice dated October 25, 2013 in the matter of M/s Parekh Aluminex Limited against our Company (“SCN”). The SCN alleged violation of Regulations 3(a), 4 (1), 4 (2) (a) and 4 (2) (g) of the SEBI (Prohibition of Fraudulent Trade Practices) Regulations, 2003 (“PFUTP Regulations”) by our Company. The said matter was disposed off by the Adjudicating Officer vide an order dated January 13, 2015 pursuant to the written submission made by our Company and personal hearing afforded to our Company in the said matter.

D. SEBI had issued a show-because notice dated February 4, 2016 under Rule 4(1) of the SEBI (Procedure for Holding Inquiry and imposing penalties by Adjudicating Officer) Rules, 1995 (“SEBI Regulations”) requiring our Company to explain the steps implemented towards redressal of investors grievances. The matter was disposed off by the adjudicating officer vide an order dated August 23, 2017 pursuant to the detailed reply submitted explaining the redressal process and requesting disposal of the proceedings.

E. RBI issued a show because notice dated April 26, 2017 in connection with loans extended by our Company to National Spot Exchange Limited clients, specifically in relation to the deficiencies with regard to KYC, loan documents, securities furnished by such client. RBI concluded the matter with the cautionary advice and the same has been suitably implemented by our Company.

2. Material litigation or legal or regulatory actions involving our Promoter as on the date of the Tranche II Prospectus

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A. Material litigation involving our Promoter as on the date of the Tranche II Prospectus

A commercial suit admitted on January 19, 2017 was filed by Harish Thawani a client of National Spot Exchange Limited (“NSEL”), before the Bombay High Court (“Court”), against India Infoline Commodities Limited (“IICL”) its directors and ISL, IIFL Holdings Limited (now IIFL Finance Limited), and its directors, including its key managerial personnel and employees, alleging losses, refund of brokerage, warehouse charges, damages and legal costs. IICL filed its written statement before the Court and the matter is pending hearing. The claim is valued at Rs.168.10 million.

B. Legal or regulatory action pending or taken by any Ministry, Government Department or a statutory body or any direction issued by such Ministry or Department or statutory authority upon conclusion of such legal or regulatory action against our Promoter during the last five years immediately preceding the date of the Tranche II Prospectus

1. A compounding application was filed with RBI for regularization of investments in overseas subsidiary of our Promoter, namely India Infoline DMCC, Dubai (“IIFL DMCC”) on account of delay in by the Promoter in submission of no objection received from SEBI for the overseas investment made in IIFL DMCC under Regulation 7 of Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004. RBI passed a compounding order bearing No. MCO4182 dated March 8, 2017 and pursuant thereto our Promoter paid an amount of Rs.0.2 million towards compounding fees. The matter was concluded by RBI vide its letter dated April 03, 2017.

2. The Ministry of Corporate Affairs, through the office of Registrar of Companies, Mumbai has issued an order dated December 17, 2018 under Section 206(4) of the Companies Act, 2013 (“Order”) to IIFL Finance Limited, inter alia, seeking information / details of its business, directors, capital structure, financial statements, profit and loss account and other schedules, reports and documents filed by IIFL Finance Limited from time to time. IIFL Finance Limited has submitted the information / details sought in the Order on January 14, 2019 with the Registrar of Companies, Mumbai. The matter is currently pending.

3. Material litigations involving our Directors as on the date of the Tranche II Prospectus

A. Criminal litigation(i) An FIR dated February 03, 2008, was lodged by Namo Jain at Lalkurti

Police Station, Meerut, against our director Nirmal Bhanwarlal Jain and two other ex-employees of IIFL Securities Limited (formerly known as India Infoline Limited) (“Accused Persons”), under Sections 406 and 420 of the Indian Penal Code, 1860, alleging inter-alia, cheating and criminal breach of trust by unauthorised trading in the account. The matter was investigated by the police and a charge sheet was filed before the Chief Judicial Magistrate, Meerut against all the persons named as the accused in the FIR. Subsequently, a writ petition was filed by the Accused Persons, before the Allahabad High Court, for quashing of the charge sheet. The Allahabad High Court directed the Accused Persons to file a discharge application before the Chief Judicial Magistrate, Meerut. Accordingly, a discharge application was filed by the Accused Persons. The case is presently pending before Chief Judicial Magistrate, Meerut for hearing.

(ii) A complaint dated July 12, 2011 was filed by Sushama Agarwal before Chief Judicial Magistrate, Meerut, against our director Nirmal Bhanwarlal Jain and ex-employees of ISL (“Accused Persons”) under Sections 406, 420 and 464 of the Indian Penal Code, 1860, alleging unauthorised trading, criminal breach of trust, cheating and forgery. Pursuant to the Complaint, the Chief Judicial Magistrate, passed an order for issuance of process on July 25, 2011. The Accused Persons filed a

petition before the Allahabad High Court on April 7, 2014 (“Petition”) for quashing the aforesaid order of the Chief Judicial Magistrate. The Allahabad High Court vide its order dated April 22, 2014 admitted the Petition and stayed the proceedings before the Chief Judicial Magistrate, Meerut. The case is presently pending before the Allahabad High Court for hearing.

(iii) Anil Kumar Tibrewal lodged a first information report dated October 24, 2010 (“FIR”) at Sunlight Colony, South East District, Delhi against our directors, Nirmal Bhanwarlal Jain and Venkataraman Rajamani for the offences of cheating, forgery and conspiracy, under Sections 420, 464 along with 120B of the Indian Penal Code, 1860. The FIR is placed before Delhi District Court, Saket, New Delhi and is currently under investigation.

(iv) A complaint dated October 18, 2013 was filed by Gouri Manjunath Jonniya before Chief Judicial Magistrate, Nagpur, against our directors Nirmal Bhanwarlal Jain and Venkataraman Rajamani (“Accused Persons”), for offence of, inter alia, cheating, forgery, criminal breach of trust and misuse of her insurance license under Sections 406, 420 and 464 of the Indian Penal Code, 1860. The Chief Judicial Magistrate, Nagpur passed an order of issuance of process on January 31, 2014. Aggrieved by the order of the Chief Judicial Magistrate, Nagpur, the Accused Persons filed a revision application before the Sessions Court, Nagpur on April 4, 2014 for quashing and setting aside the order of issuance of process. The Sessions Court, Nagpur vide its order dated June 6, 2014 admitted the revision application and stayed the proceedings before the Chief Judicial Magistrate, Nagpur. The case is presently pending before the Sessions Court, Nagpur for hearing.

(v) A complaint was received by ISL on December 9, 2012 filed by Arunava Patra before the Chief Metropolitan Magistrate, Paschim Medinipur, West Bengal, against our directors Nirmal Bhanwarlal Jain, Venkataraman Rajamani and Nilesh Vikamsey (“Accused Persons”) under Sections 406 and 120B of the Indian Penal Code, 1860, alleging inter-alia, forgery and criminal conspiracy and certain offences under the Companies Act, 1956. Pursuant to the complaint, the Court passed an order for issuance of process on June 16, 2014. The Accused Persons filed a writ petition dated April 10, 2015 before the Calcutta High Court for quashing of the proceedings before Chief Metropolitan Magistrate, Paschim Medinipur, West Bengal. The Calcutta High Court passed an order and the certified copy of the order was received by us on June 18, 2015 staying the proceedings before Chief Metropolitan Magistrate, Paschim Medinipur, West Bengal. The matter is presently pending before the Calcutta High Court for further hearing.

(vi) A first information report dated October 10, 2015 was lodged by Dalip Kumar Garg at Vasant Vihar Police Station, Delhi against IICL and Nirmal Jain and others, under Sections 406, 420 and 120B of the Indian Penal Code, 1860, alleging inter-alia, unauthorised trading, cheating, forgery and criminal breach of trust. The matter is presently being investigated by the police. An application was filed before the Sessions Court for grant of anticipatory bail and the same was granted by the court (“Order”). The matter is currently pending.

(vii) Manju Rajesh (“Complainant”) filed a criminal complaint bearing number C.M.P. No. 1479/2018 dated November, 30 2018 before the Learned Judicial Magistrate First Class, Chenganoor (“Complaint”), against IIFL and its director Nirmal Jain under Section 190 of the Code for Criminal Procedure, 1973 levelling charges under Section 420 and 34 of the Indian Penal Code, 1860 alleging cheating for not returning gold. IIFL and its director Nirmal Jain is contesting the said Complaint and Quashing petition bearing number 1 of 2018 under section 482 of the Cr.p.c has been filed Before the Hon’ble High Court of Kerala at Ernakulam, wherein by an interim order dated December 3, 2018, all further proceedings in the said complaint have been stayed. The Matter is pending for hearing.

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(viii) A first information report (“FIR”) 77/19 dated 4th March 2019 was lodged by Vijay Baniranka (client)at Kothwali Police Station, Ranchi against Nirmal Bhanwarlal Jain & others (“Accused”), under Sections 420/467/468/471/409/120(B) of the Indian Penal Code, 1860, alleging inter-alia, cheating and criminal breach of trust for not returning the pledged gold. The matter is under investigation.

(ix) A first information report (“FIR”) no. 0541/19 dated June 10, 2019 was lodged by Sushil Jainarayan Karwa(“Complainant”) before Chatursharungi Police Station, Pune against India Infoline Finance Limited, Nirmal Bhanwarlal Jain, Venkat Rajamani and others (“Accused”), under Sections 406, 420, 463, 464, 465, 467, 468, 469, 34, 120(B) of the Indian Penal Code, 1860, alleging interalia, cheating and criminal breach of trust by India Infoline Finance Limited along with the other accused for(i) not having taken consent of the Complainant prior to execution of an MoU with Madhavi Laddha, and (ii) for returning the original title documents to Madhavi Latha, thereby alleging a nexus between Madhavi Laddha and India Infoline Finance Limited. The matter is currently under investigation.

(x) 5 Summons dated July 12, 2019 were received on July 16, 2019 from the court of chief judicial magistrate Indore against Nirmal Jain & admin officer filed by labour department toward the non compliance of statutory requirement under the shop Act, Maternity benefit Act, Equal remuneration Act, minimum wages Act & Child labour Act. We have appeared in the said cases & replied accordingly. We have also made representation to labour department towards the compliance. The matters are sub-judice.

B. Civil litigation(i) A commercial suit admitted on January 19, 2017 was filed by Harish

Thawani a client of National Spot Exchange Limited (“NSEL”), before the Bombay High Court (“Court”), against India Infoline Commodities Limited (“IICL”) its directors and ISL, IIFL Holdings Limited (now IIFL Finance Limited), and its directors, including its key managerial personnel and employees, alleging losses, refund of brokerage, warehouse charges, damages and legal costs. IICL filed its written statement before the Court and the matter is pending hearing. The claim is valued at Rs.168.10 million.

(ii) A commercial suit dated July 19, 2016 was filed by Vishvanidhi Dalmia, a client of National Spot Exchange Limited (“NSEL”), before the Bombay High Court (“Court”), against India Infoline Commodities Limited (“IICL”), its directors, employees including the chairman of IIFL Holdings Limited (now IIFL Finance Limited) and NSEL, claiming (a) an amount of Rs.76 million along with interest thereon at the rate of 18% per annum from August 1, 2013 to May 6, 2016 amounting to Rs.37.85 million and further interest thereon on the total claim at the rate of 18% per annum from the date of filing of the suit till final realization. It was also prayed for interim/ad-interim relief (b) pending hearing and final disposal appropriate orders for injunction restraining IICL from directly or indirectly assign, selling, mortgage, creating any third party on movable and immovable assets (c) pray for injunction restraining IICL from using Rs.113.85 million without the leave of the court (d) independent audit or investigating agency like forensic audit to examine the affairs of IICL (e) order and direction to IICL to pay any amount realized from NSEL and to preserve all the records of the relevant period. The total amount involved in the matter is Rs.113.85 million.IICL received the summons on September 12, 2018. The matter is yet to be admitted.

For further details, please refer section titled “Outstanding Litigation” on page 182 of the Tranche II Prospectus.

MATERIAL DEVELOPMENTSMaterial developments since the date of filing of the Shelf Prospectus and the Tranche I Prospectus:Other than as disclosed in page 28 of the Tranche II Prospectus, there are no recent material developments in relation to our Company since the filing of the Shelf Prospectus and the Tranche I Prospectus with the ROC, BSE, NSE and SEBI, including in respect of disclosure under the sections titled “Risk Factors”, “Capital Structure”, “Industry Overview”, “Our Business”, “History and Main Objects”, “Our Management”, “Our Promoter”, “Our Subsidiaries”, “Financial Statements”, “Disclosures on Existing Financial Indebtedness”, “Outstanding Litigations”and “Summary of Key Provisions of Articles of Association”.Unless otherwise stated, financial information used in this section are based on the Audited Standalone Financial Statements(under Ind AS) and Audited Consolidated Financial Statements(under Ind AS) of the Company and other information are based on management information system of the Company.Our Company further confirms that the Tranche II Prospectus contains all material disclosures which are true and adequate to enable prospective investors to make an informed investment decision in the Tranche II Issue, and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.Any and all material updates as mentioned below shall be applicable to the Shelf Prospectus in its entirety, wherever necessary, and shall not correspond solely or exclusively to the specific sections mentioned below.For further details, please refer section titled “Material Developments” on page 28 of the Tranche II Prospectus.

OTHER REGULATORY AND STATUTORY DISCLOSURESAuthority for the IssueAt the meeting of the Board of Directors of our Company held on October 31, 2018, the Board of Directors approved the issuance of Secured NCDs of the face value Rs.1000 each and Unsecured NCDs of the face value Rs. 1000 each, aggregating up to Rs.50,000 million (“Shelf Limit”) to the public, hereinafter called the “Issue”.Further, the Tranche II Issue has been authorized by the Finance Committee of our Company pursuant to a resolution passed at their meeting held on July 30, 2019.Further, the present borrowing is within the borrowing limits of Rs.350,000 million under Section 180(1)(c) of the Companies Act, 2013 duly approved by the members of Company at the EGM held on March 23, 2018.Prohibition by SEBIThe Company, persons in control of the Company and/or the Promoters and/or the Directors have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. Further, no member of the IIFL Group has been prohibited or debarred by SEBI from accessing the securities market or dealing in securities due to fraud.Willful DefaulterOur Company, our Directors and/or our Promoters have not been categorized as a willful defaulter by the RBI, ECGC, any government/regulatory authority and/or by any bank or financial institution nor are they in default of payment of interest or repayment of principal amount in respect of debt securities issued to the public, for a period of more than six-months.Disclaimer Clause of SEBIIT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED

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OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MERCHANT BANKERS, EDELWEISS FINANCIAL SERVICES LIMITED, IIFL SECURITIES LIMITED*, ICICI SECURITIES LIMITED, AND TRUST INVESTMENT ADVISORS PRIVATE LIMITED HAVE CERTIFIED THAT DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKERS, EDELWEISS FINANCIAL SERVICES LIMITED, IIFL SECURITIES LIMITED*, ICICI SECURITIES LIMITED, AND TRUST INVESTMENT ADVISORS PRIVATE LIMITED HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED JULY 30, 2019 WHICH READS AS FOLLOWS:WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTER OR DIRECTORS HAVE BEEN PROHIBITED FROM ACCESSING THE CAPITAL MARKET UNDER ANY ORDER OR DIRECTION PASSED BY THE BOARD. WE ALSO CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE PROSPECTUS HAVE BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE IN THE PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE TRANCHE II ISSUE OR RELATING TO THE TRANCHE II ISSUE UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE NCDS OFFERED THROUGH THE TRANCHE II ISSUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE TRANCHE II ISSUE WILL BE GIVEN.WE CONFIRM THAT THE PROSPECTUS CONTAINS ALL DISCLOSURES AS SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED.WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED AND TO THE EXTENT NOTIFIED, SECURITIES CONTRACTS (REGULATION) ACT, 1956, SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES, CIRCULARS ISSUED THEREUNDER ARE COMPLIED WITH.WE CONFIRM THAT NO COMMENTS/COMPLAINTS WERE RECEIVED ON THE DRAFT SHELF PROSPECTUS DATED NOVEMBER 23, 2018 FILED WITH BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED.

*Pursuant to the transfer of Merchant Banker registration, issued under the SEBI (Merchant Bankers) Regulations, 1992, from IIFL Holdings Limited (now known as IIFL Finance Limited) to IIFL Securities Limited, as approved by SEBI vide letter dated July 12, 2019 with continuance of registration number. Further, IFL Securities Limited is our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). Further, in compliance with the provisions of Regulation 21A and explanation to Regulation 21A of the Merchant Bankers Regulations, IIFL Securities Limited would be involved only in marketing of the Issue.Disclaimer Clause of BSEBSE LIMITED (“THE EXCHANGE”) HAS GIVEN, VIDE ITS LETTER BEARING REFERENCE NUMBER DCS/BM/PI-BOND/17/18-19 DATED DECEMBER 4, 2018, PERMISSION TO THIS COMPANY TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER:A. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS

OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR

B. WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; OR

C. TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR, OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY ANY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER.Disclaimer Clause of NSEAS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS “NSE”). NSE HAS GIVEN VIDE ITS LETTER REF. NSE/LIST/68203 DATED DECEMBER 4, 2018, WHICH WAS FURTHER REVALIDATED AND EXTENDED BY ITS LETTER BEARING REFERENCE NSE/LIST/86418 DATED JULY 23, 2019 PERMISSION TO THE ISSUER TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THIS ISSUER’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS ISSUER.IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE

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DEEMED OR CONSTRUED THAT THE OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; NOR DOES IT WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS ISSUER. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION /ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.Disclaimer clause of RBITHE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED MAY 12, 2005 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45I-A OF THE RESERVE BANK OF INDIA ACT, 1934. IT MUST BE DISTINCTLY UNDERSTOOD THAT THE ISSUING OF THIS CERTIFICATE AND GRANTING A LICENSE AND APPROVAL BY RBI IN ANY OTHER MATTER SHOULD NOT IN ANY WAY, BE DEEMED OR CONSTRUED TO BE AN APPROVAL BY RBI TO THE TRANCHE II PROSPECTUS NOR SHOULD IT BE DEEMED THAT RBI HAS APPROVED IT.HOWEVER, THE RESERVE BANK OF INDIA DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO FINANCIAL SOUNDNESS OF THE COMPANY OR CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS / DISCHARGE OF LIABILITIES BY THE COMPANY.Track record of past public issues handled by the Lead ManagersThe track record of past issues handled by the Lead Managers, as required by SEBI circular number CIR/MIRSD/1/2012 dated January 10, 2012, are available at the following websitesName of Lead Manager WebsiteEdelweiss Financial Services Limited www.edelweissfin.comIIFL Securities Limited(Pursuant to the transfer of Merchant Banker registration, issued under the SEBI (Merchant Bankers) Regulations, 1992, from IIFL Holdings Limited (now known as IIFL Finance Limited) to IIFL Securities Limited, as approved by SEBI vide letter dated July 12, 2019 with continuance of registration number)

www.iiflcap.com

ICICI Securities Limited www.icicisecurities.comTrust Investment Advisors Private Limited www.trustgroup.in

ListingThe NCDs proposed to be offered through the Tranche II Prospectus are proposed to be listed on the BSE and NSE. Our Company has obtained an ‘in-principle’ approval for the Issue from BSE vide their letter no. DCS/BM/PI-BOND/17/18-19 dated December 4, 2018 and NSE vide their letter no. NSE/LIST/68203 dated December 4, 2018 which was further extended and revalidated by their letter no. NSE/LIST/86418 dated July 23, 2019. If

permissions to deal in and for an official quotation of our NCDs are not granted by BSE, our Company will forthwith repay, without interest, all moneys received from the Applicants in pursuance of the Tranche II Prospectus.Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchange mentioned above are taken within 6 Working Days from the date of closure of the Tranche II Issue.For the avoidance of doubt, it is hereby clarified that in the event of under subscription to any one or more of the series, such NCDs with series shall not be listedPlease refer chapter titled “Other Regulatory and Statutory Disclosure” beginning from page 282 of the Tranche II Prospectus.

RISK FACTORSAn investment in this type of security involves a certain degree of risk. The investor should carefully consider all the information contained in the Shelf Prospectus and Tranche II Prospectus, including the risks and uncertainties described below, before making an investment decision. The risk factors set forth below do not purport to be complete or comprehensive in terms of all the risks that may arise in connection with our business or any decision to purchase, own or dispose of the Debentures. Additional risks, which are currently unknown, if materialises, may in the future have a material adverse effect on our business, financial condition and results of operations. The market prices of the NCDs could decline due to such risks and you may lose all or part of your investment.Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any of the risks described in this section. The Shelf Prospectus and Tranche II Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including events described below and elsewhere in the Shelf Prospectus and Tranche II Prospectus. Unless otherwise stated, the financial information used in this section is derived from and should be read in conjunction with Reformatted Summary Consolidated Financial Statements and Reformatted Summary Standalone Financial Statements of our Company and our Limited Reviewed Financial Statement, as included in the Shelf Prospectus and Tranche II Prospectus.Internal Risks1. Our Company,Directors, Promoter, and group companies are involved

in certain legal and other proceedings. Any final judgment awarding material damages against us could have a material adverse impact on our future financial performance and our stockholders’.

2. Our Company’s inability to recover the amounts due from customers to whom it has provided secured and unsecured loans in a timely manner, or at all, and its full collateral and its customers’ failure to comply with applicable statutory or regulatory requirements in relation to such loans could adversely affect our Company’s operations and profitability.

3. We are subjected to supervision and regulation by the RBI as a systemically important NBFC, and changes in RBI’s regulations governing us could adversely affect our business.

4. As an NBFC, non-compliance with the RBI’s observations made during its periodic inspections could expose us to penalties and restrictions.

5. High levels of customer defaults and the resultant non-performing assets could adversely affect our Company’s business, financial condition, results of operations and future financial performance.

6. Our financial performances are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance.

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7. We may not be able to successfully sustain our growth plans.8. Our business requires substantial capital, and any disruption in funding

sources would have a material adverse effect on our liquidity and financial condition.

9. Our ability to borrow from various banks may be restricted on account of guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to NBFCs.

10. Our Company’s inability to obtain, renew or maintain the statutory and regulatory permits and approvals which are required to operate its existing or future businesses may have a material adverse effect on its business, financial condition and results of operations.

11. Our Company’s business is dependent on relationships established through its branches with its clients. Any events that harm these relationships including closure of branches or the loss of our Company’s key personnel or employees may lead to a decline in our Company’s revenue and profits. Further, our Company’s results of operations could be adversely affected in the event of any disputes with its employees.

12. As on March 31, 2018, our top 20 borrowers represented 17.22% of our total advances. Our inability to maintain relationships with these customers or any payment default by or credit losses of these customers could materially and adversely affect our business, future financial performance and results of operations.

13. The value of our collateral may decrease or we may experience delays in enforcing our collateral when borrowers default on their obligations to us which may result in failure to recover the expected value of collateral security exposing us to a potential loss.

14. Any increase in the levels of non-performing assets (“NPA”) on our loan portfolio, for any reason whatsoever, would adversely affect our business and results of operations

15. We may be unable to realize the expected value of collateral when borrowers default on their obligations to us, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

16. Any non-compliance with mandatory Anti-Money Laundering and Know Your Customer policies could expose us to additional liability and harm our business and reputation.

17. In our housing finance business, we have significant exposure to the real estate sector and any negative trends affecting this sector could adversely affect our business and result of operations.

18. A significant component of our exposure is towards Mortgage loans and Real Estate sector and any factor affecting this sector could adversely affect our business.

19. We may not be able to realise the full value of our pledged gold, which exposes us to potential loss.

20. Inaccurate appraisal of pledged gold jewellery by our personnel may adversely affect our business and financial condition.

21. Majority of the gold loans we offer are due within one year of disbursement, and a failure to disburse new loans may result in a reduction of our loan portfolio and a corresponding decrease in our interest income.

22. Insurance of relevant assets obtained by our borrowers may not be adequate to protect them against all potential losses, which could indirectly affect our ability to recover our loans to such borrowers.

23. A rise in the general income level of our customers may adversely affect the demand for our loans.

24. The operations of our commercial vehicle finance segment may be adversely affected by adverse developments in this sector.

25. We may not be able to appropriately assess the credit worthiness of our customers before extending credit facilities to them. Unavailability of adequate information or inaccurate and/or incomplete information provided by our customers may adversely affect our operations and profitability.

26. The new Bankruptcy Code in India may affect our rights to recover loans from borrowers.

27. We may face tax related assessments or regulatory actions.28. Certain facts and statistics are derived from publications not

independently verified by our Company, the Lead Managers or their respective advisors.

29. The financing industry is becoming increasingly competitive and our growth will depend on our ability to compete effectively.

30. Any change in control of our Promoter or our Company or any other factor affecting the business and reputation of our Promoter may have a concurrent adverse effect on our Company’s reputation, business and results of operations and may correspondingly adversely affect our goodwill, operations and profitability and further our Promoter has significant control in our Company, which will enable them to influence the outcome of matters submitted to shareholders for approval, and their interests may differ from those of other holders of Equity Shares.

31. We are dependent on IIFL group, for our clientele, goodwill that we enjoy in the industry and our brand name and any factor affecting the business and reputation of IIFL group may have a concurrent adverse effect on our business and results of operations.

32. We are permitted to use the IIFL trademark , by our Promoter pursuant to the trademark license agreement between our Company and the Promoter. Such right to use the IIFL trademark is subject to the termination based on the terms and conditions of the trademark license agreement and any such termination may result in us being unable to use the IIFL trademark, which could have a material adverse effect on our reputation and business.

33. The Company has filed a scheme of arrangement which envisages merger of the Company with IIFL Holdings Limited

34. Our growth will depend on our continued ability to access funds at competitive rates which are dependent on a number of factors including our ability to maintain our credit ratings.

35. We have had negative net cash flows in the past and may have negative cash flows in the future.

36. We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect our operations and profitability.

37. We extend margin funding loans, or loans against shares, to our clients, and any default by a client coupled with a downturn in the stock markets could result in substantial losses for us.

38. The MSMEs to which our Company provides loans may not perform as expected and our Company may not be able to control the non-performance of such businesses.

39. We do not own the premises where our branch offices are located and in the event our rights over the properties is not renewed or is revoked or is renewed on terms less favourable to us, our business activities may be disrupted.

40. We are required to comply with the requirements of certain labour laws which may impose additional costs on us.

41. Our results of operations could be adversely affected by any disputes with employees.

42. We require several licenses and approvals for our business and in the event we are unable to procure or renew them in time or at all, our business may be adversely affected.

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43. Our branches are vulnerable to various operational risks, including theft, fraud, burglary and embezzlement by our employees and customers due to high volume of cash and gold jewellery handled by us.

44. Our Company has entered into securitisation agreements to sell certain loans from our outstanding loan portfolio. Our business, financial condition and results of operations could be adversely affected due to some of the restrictions imposed under such agreements or downgrade in the ratings of our securitized debt or if such assignment of loan is held to be unenforceable or due to any change in the regulatory requirements.

45. Our loan portfolio may no longer continue to be classified as priority sector advances by the RBI.

46. A decline in our capital adequacy ratio could restrict our future business growth.

47. Our Company, including two of our subsidiaries IIFL Home Finance Limited and Samasta Microfinance Limited, are required to prepare financial statements under Ind-AS from April 1, 2018 onwards. Any failure to successfully adopt Ind AS may have an adverse effect on the audit process run by our Company and/or may lead to regulatory action and other legal consequences.

48. Our Company may have to comply with stricter regulations and guidelines issued by regulatory authorities in India.

49. Our contingent liabilities could adversely affect our financial condition.50. Our Company is subject to certain restrictive covenants in our loan

documents, which may restrict our operations and ability to grow and may adversely affect our business.

51. We may experience difficulties in expanding our business into new regions and markets in India.

52. We face difficulties and incur additional expenses in operating from rural and semi urban areas, where infrastructural facilities are limited.

53. Our success largely depends on our management team and key personnel and our ability to attract, train and retain such persons. Our inability to attract and retain talented professionals, or the resignation or loss of key management personnel, may have an adverse impact on our business and future financial performance.

54. Our insurance coverage may not adequately protect us against losses.55. If we fail to identify, monitor and manage risks and effectively

implement our risk management policies, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

56. Our Company is exposed to many operational risks which could materially impact our business and results of operations.

57. Significant fraud, system failure or calamities could adversely impact our business.

58. Inaccurate appraisal of credit may adversely impact our business59. Our Company has entered into number of related party transactions and

may continue to enter into related party transactions, which may involve conflict of interest.

60. Some of our Directors may have interests in entities, which are in businesses similar to ours and this may result in conflicts of interest with us.

61. We rely on direct selling agents (“DSAs”) to sell our products across the country. These DSAs may not perform their obligations satisfactorily or in compliance with law or may be part of unlawful/unethical behavior which may adversely affect the business and reputation of our Company

62. Our Promoter has given corporate guarantees in relation to certain facilities provided to us, which if revoked may require alternative guarantees, repayment of amounts due or termination of the facilities.

63. Our Company and its Subsidiaries have availed or may avail of certain loans that are recallable by lenders, at any time.

64. One of our Subsidiaries have incurred losses in the recent past.65. Our ability to raise foreign capital may be constrained by Indian law.66. A failure or inadequacy in our Company’s information technology and

telecommunication systems or its inability to adapt to rapid technological changes may adversely affect its business, results of operation and financial condition.

67. The Shelf Prospectus includes certain unaudited financial information, which has been subjected to limited review, in relation to our Company and its Subsidiaries. Reliance on such information should, accordingly, be limited.

68. Microfinance loans offered by our subsidiary, SML are unsecured and are susceptible to various operational, credit and political risks which may result in increased levels of NPAs, thereby adversely affecting our business, results of operation and financial condition.

69. Security provided for the Issue may not be enforceable if the security provided for the Issue is classified as ‘Assets’ under the IT Act and will be void as against any claim in respect of any tax or any other sum payable by our Company.

External Risk Factors70. Our results of operations have been, and may continue to be, adversely

affected by Indian and international financial market and economic conditions.

71. Financial difficulties and other problems in certain financial institutions in India could cause our business to suffer and adversely affect our results of operations.

72. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business.

73. Natural calamities could have a negative impact on the Indian economy, particularly the agriculture sector, and cause our business to suffer.

74. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business.

75. Instability of economic policies and the political situation in India could adversely affect the fortunes of the industry.

76. Companies operating in India are subject to a variety of central and state government taxes and surcharges.

77. Financial instability in other countries could disrupt our business.78. Trading of the NCDs may be limited by temporary exchange closures,

broker defaults, settlement delays, strikes by brokerage firm employees and disputes.

Risks relating to the Issue and NCDs.79. The NCD Holders may not be able to recover, on a timely basis or at

all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the NCDs. Failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose the holders to a potential loss.

80. You may be subject to taxes arising on the sale of the NCDs.81. If we do not generate adequate profits, we may not be able to maintain

an adequate DRR for the NCDs issued pursuant to the Shelf Prospectus, which may have a bearing on the timely redemption of the NCDs by our Company.

82. There may be no active market for the NCDs on the platform of the Stock Exchanges. As a result, the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected.

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39INDIA INFOLINE FINANCE LIMITED

83. There may be a delay in making refund to Applicants.84. In the event of bankruptcy, liquidation or winding-up, there may not be

sufficient assets remaining to pay amounts due on the NCDs.85. The fund requirement and deployment mentioned in the Objects of the

Issue have not been appraised by any bank or financial institution86. There is no assurance that the NCDs issued pursuant to this Issue will be

listed on Stock Exchanges in a timely manner, or at all.87. There are other lenders and debenture trustees who have pari passu

charge over the Security provided.Tranche II Prospectus - Risk Factors1. Risk Factor 1 on page 18 of the Shelf Prospectus titled, “Our Company,

Directors, Promoter, and group companies are involved in certain legal and other proceedings. Any final judgment awarding material damages against us could have a material adverse impact on our future financial performance and our stockholders’.

2. Risk Factor 2 on page 18 of the Shelf Prospectus titled, “Our Company’s inability to recover the amounts due from customers to whom it has provided secured and unsecured loans in a timely manner, or at all, and its full collateral and its customers’ failure to comply with applicable statutory or regulatory requirements in relation to such loans could adversely affect our Company’s operations and profitability.

3. Risk factor 6 on page 20 of the Shelf Prospectus titled, “Our financial performances are particularly vulnerable to interest rate risk and volatility in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance.”

4. Risk Factor 12 on page 22 of the Shelf Prospectus titled, “As on March 31, 2018, our top 20 borrowers represented 17.22% of our total advances. Our inability to maintain relationships with these customers or any payment default by or credit losses of these customers could materially and adversely affect our business, future financial performance and results of operations, shall be replaced with the following:

12.“As on March 31, 2019, our top 20 borrowers represented 25.09% of our total Loan Book (IGAAP). Our inability to maintain relationships with these customers or any payment default by or credit losses of these customers could materially and adversely affect our business, future financial performance and results of operations,

5. Risk Factor 14 on page 24 of the Shelf Prospectus titled, “Any increase in the levels of non-performing assets (“NPA”) on our loan portfolio, for any reason whatsoever, would adversely affect our business and results of operations”

6. Risk factor 17 on page 25 of the Shelf Prospectus titled, “In our housing finance business, we have significant exposure to the real estate sector and any negative trends affecting this sector could adversely affect our business and result of operations.

7. Risk Factor 18 on page 25 of the Shelf Prospectus titled, “A significant component of our exposure is towards Mortgage loans and Real Estate sector and any factor affecting this sector could adversely affect our business.”

8. Risk Factor 24 on page 26 of the Shelf Prospectus titled, “The operations of our commercial vehicle finance segment may be adversely affected by adverse developments in this sector” shall stand replaced with the following risk Factor:

“24. We may not receive the full consideration for our commercial vehicle finance business which has been sold to IndoStar Capital Finance Limited.

9. Risk factor 26 on page 27 of the Shelf Prospectus titled “The new

Bankruptcy Code in India may affect our rights to recover loans from borrowers.

10. Risk factor 27 on page 27 titled, “We may face tax related assessments or regulatory actions.

11. Risk factor 28 on page 27 of the Shelf Prospectus titled “Certain facts and statistics are derived from publications not independently verified by our Company, the Lead Managers or their respective advisors.

12. Risk Factor 30 on page 28 of the Shelf Prospectus titled, “ Any change in control of our Promoter or our Company or any other factor affecting the business and reputation of our Promoter may have a concurrent adverse effect on our Company’s reputation, business and results of operations and may correspondingly adversely affect our goodwill, operations and profitability and further our Promoter has significant control in our Company, which will enable them to influence the outcome of matters submitted to shareholders for approval, and their interests may differ from those of other holders of Equity Shares.”

13. Risk Factor 32 on page 29 of the Shelf Prospectus titled“We are permitted to use the IIFL trademark , by our Promoter pursuant to the trademark license agreement between our Company and the Promoter. Such right to use the IIFL trademark is subject to the termination based on the terms and conditions of the trademark license agreement and any such termination may result in us being unable to use the IIFL trademark, which could have a material adverse effect on our reputation and business” shall stand replaced with the following:

“32. We are permitted to use the IIFL trademarks and , by our Promoter pursuant to the trademark license

agreement between our Company and the Promoter. Such right to use the IIFL trademark is subject to the termination based on the terms and conditions of the trademark license agreement and any such termination may result in us being unable to use the IIFL trademark, which could have a material adverse effect on our reputation and business.

14. Risk Factor no. 33 on page 29 of the Shelf Prospectus titled, “The Company has filed a scheme of arrangement which envisages merger of the Company with IIFL Holdings Limited

15. Risk Factor 35 on page 30 of the Shelf Prospectus titled “We have had negative net cash flows in the past and may have negative cash flows in the future”.

16. Risk Factor no. 36 on page 31 of the Shelf Prospectus titled, “We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect our operations and profitability.

17. Risk factor 41 on page 32 of the Shelf Prospectus titled, “Our results of operations could be adversely affected by any disputes with employees.”

18. Risk Factor 44 on page 33 of the Shelf Prospectus titled, “Our Company has entered into securitisation agreements to sell certain loans from our outstanding loan portfolio. Our business, financial condition and results of operations could be adversely affected due to some of the restrictions imposed under such agreements or downgrade in the ratings of our securitized debt or if such assignment of loan is held to be unenforceable or due to any change in the regulatory requirements.”

19. Risk factor 46 on page 34 of the Shelf Prospectus titled, “A decline in our capital adequacy ratio could restrict our future business growth.”

20. Risk factor 49 on page 34 of the Shelf Prospectus titled, “Our contingent liabilities could adversely affect our financial condition.”

21. Risk factor 59 on page 37 of the Shelf Prospectus titled, “Our Company has entered into number of related party transactions and may continue to enter into related party transactions, which may involve conflict of interest.

22. Risk factor 62 on page 38 of the Shelf Prospectus titled, “Our Promoter

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40 INDIA INFOLINE FINANCE LIMITED

has given corporate guarantees in relation to certain facilities provided to us, which if revoked may require alternative guarantees, repayment of amounts due or termination of the facilities.”

23. Risk factor 64 on page 38 of the Shelf Prospectus titled, “One of our Subsidiaries have incurred losses in the recent past.”

24. The following shall stand inserted as Risk factor 69A to the Shelf Prospectus titled, “Any regulatory orders alleging non-compliance by other IIFL group entities with laws and may have an impact on the brand and reputation.

25. The following shall stand inserted as Risk factor 69B to the Shelf Prospectus titled “Proceedings against the Company’s statutory auditors M/s. Deloitte Haskins & Sells LLP (“DHS LLP”) initiated by the Government of India in connection with its past audit of IL&FS Financial Services Limited (“IFIN”).

26. The following shall stand inserted as Risk Factor 69C to the Shelf Prospectus titled “The Company’s audited financial statements for the year ended March 31, 2019 prepared by M/s. Deloitte Haskins & Sells LLP titled“Report on the Audit of the Standalone Financial Statements” includes an emphasis of matter.”

27. The following shall stand inserted as Risk Factor 69D to the Shelf Prospectus titled “The Company is subject to supervision and regulation by the RBI as an NBFC, from SEBI for our Mutual Funds business and other regulatory authorities, and changes in the regulations and the regulation governing the Company or the industry in which the Company operates could adversely affect its business.”

28. The following shall be inserted as Risk Factor 69E to the Shelf Prospectus titled,“The proposed new taxation system in India could adversely affect the Company’s business, prospects, financial condition, cash flows and results of operations.”

29. Risk factor 80 on page 42 of the Shelf Prospectus, titled, “You may be subject to taxes arising on the sale of the NCDs.

30. Risk factor 85 on page 43 of the Shelf Prospectus, titled, “The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or financial institution.

For further details, please refer page no. 18 of the Shelf Prospectus and page no. 28 of the Tranche II Prospectus.

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts which are or may be deemed material have been entered or are to be entered into by our Company. These contracts and also the documents for inspection referred to hereunder, may be inspected on Working Days at the Registered Office of our Company situated at 802, 8th Floor, Hubtown Solaris, N. S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai – 400069, Maharashtra, India. between 10 am to 5 pm on any Working Day (Monday to Friday) during which issue is open for public subscription under the Tranche II Prospectus.For details, please refer chapter titled “MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION” beginning from page 295 of the Tranche II Prospectus.

DECLARATIONWe, the Directors of the Company, hereby certify and declare that all applicable legal requirements in connection with the Issue including the relevant provisions of the Companies Act, 2013, as amended, relevant provisions of Companies Act, 1956, as applicable and rules prescribed thereunder to the extent applicable as on this date, the guidelines issued by the Government of India and the regulations and guidelines and circulars issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended, provisions under the Securities Contracts (Regulation) Act, 1956, as amended and rules made thereunder in connection with the Issue have been complied with and no statement made in the Tranche II Prospectus is contrary to the relevant provisions of any acts, rules, regulations, guidelines and circulars as applicable to the Tranche II Prospectus.We further certify that all the disclosures and statements in the Tranche II Prospectus are true, accurate and correct in all material respects and do not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under which they were made, misleading and that the Tranche II Prospectus does not contain any misstatement.SIGNED BY THE DIRECTORSNirmal Bhanwarlal JainDIN: 00010535 ____________________Designation: Wholetime DirectorSumit BaliDIN: 02896088 ____________________Designation: Executive Director and Chief Executive OfficerVenkataraman RajamaniDIN: 00011919 ____________________Designation: Non-Executive DirectorNagarajan SrinivasanDIN: 01480303 ____________________Designation: Non-Executive DirectorVijay Kumar ChopraDIN: 02103940 ____________________Designation: Independent DirectorNilesh Shivji VikamseyDIN: 00031213 ____________________Designation: Independent DirectorGeeta MathurDIN: 02139552 ____________________Designation: Independent DirectorPlace: MumbaiDate: July 30, 2019

FOR FURTHER DETAILS, PLEASE REFER TO THE SHELF PROSPECTUS AND TRANCHE II PROSPECTUS.

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TIMING FOR SUBMISSION OF APPLICATION FORMApplications Forms for this Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange, during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring public holiday) (a) by the Designated Intermediaries at the Collection Centres, or (b) by the SCSBs directly at the Designated Branches of the SCSBs. On the Tranche II Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges. Due to limitation of time available for uploading the Applications on the Tranche II Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Tranche II Issue Closing Date and, no later than 3.00 p.m. (Indian Standard Time)on the Tranche II Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Tranche II Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Neither our Company, nor the Members of the Syndicate are liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that within each category of investors the Basis of Allotment under the Issue will be on date priority basis. However, on the day of oversubscription, if any, the allotments would be made to the applicants on proportionate basis.

CENTRES FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMSThe list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the website of SEBI at http://www. sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes as updated from time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from the Designated Intermediaries, refer to the above-mentioned link. In relation to Bids submitted under the ASBA process to a Member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of the ASBA Forms from the Members of the Syndicate is available on the website of SEBI http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of SEBI at http://www.sebi. gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. Applicants can submit ASBA Forms in the Offer using the stock broker network of the Stock Exchanges, i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, RTAs and CDPs, eligible to accept Applications in the Issue, including details such as postal address, telephone number and email address, are provided on the websites of the BSE at http://www.bseindia.com/Markets/ PublicIssues/brokercentres_new.aspx?expandable=3 for Registered Brokers and http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp. aspx?expandable=6 for RTAs and CDPs, as updated from time to time. In relation to Applications submitted to the Registered Brokers at the Broker Centres, the list of branches of the SCSBs at the Broker Centres named by the respective SCSBs to receive deposits of the ASBA Forms from the Registered Brokers is available on the website of the SEBI at www.sebi.gov.in and updated from time to time.

AxIS CAPITAL LIMITEDBangalore: Axis Capital Limited, #19/4, SAIRBAGH,Cunningham Road, Bangalore, Pin:560052, Ph:080-48651367; Mumbai: Axis Capital Limited, 4A/5C, Khatau Bldg., Ground floor, Alkesh Dinesh Mody Marg, Fort, Mumbai Pin:400001, Ph:022- 22677901; New Delhi: Axis Capital Ltd, 2nd Floor, Level 3B (4th Floor), DLF Centre, SansadMarg, Connaught Place, New Delhi, Pin:110001, Ph: 011 - 61289088, Pune: Axis Capital Limited, 1248 A, Asmani Plaza, Deccan Gymkhana, GoodlukChowk, Opp Cafe Goodluk, Behind Raymond Showroom, Pin:411004, Ph:9890018150/9371218150,

EDELwEISS SECURITIES LIMITED

AHMEDABAD: Edelweiss Securities Limited; 504, 5th Floor, 3rd Eye Vision, AMA-IIM Road, Panjara Pole, Ahmedabad – 380009. Tel: 079-40019888 BANGALORE: Edelweiss Securities Limited; The Onyx Centre, Building No : 5 , 2nd Floor Above Nandi Toyota Showroom Museum Road Bangalore. Tel: 080 – 42471113. HYDERABAD: Edelweiss Securities Limited; 2nd Floor, M B Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016. Tel: 040–40316911. JAIPUR: Edelweiss Securities Limited 703/704,7th floor,Green House,Ashok Marg,C-Scheme, Jaipur. KOLKATA: Edelweiss Securities Limited; Martin Burn House, 2nd Floor, Room No-227, 1 R N Mukherjee Road, Kolkata- 700001. Tel. : 033-30081391. MUMBAI: FORT: G1, Ground Floor, Ararat Bldg., Opp. Dwarka Hotel / Happiness Cake Shop, Nagindas Master Road, Fort Mumbai-400001 Tel. : 67494580 / 81. GHAKTOPAR: Edelweiss Securities Limited; Atlantic Commercial Tower, RB Mehta Road, Near Patel Chowk, Ghatkopar East, Mumbai-400077. Tel: 022-25012611/12, SANTACRUZ: Edelweiss Securities Limited, 2A, 2nd floor Victoria Plaza, S V Road, Santacruz West, Mumbai – 400054. BORIVALI: Edelweiss Securities Limited, Viray Deep Apts, Chandaverkar Road, Opp Mayur Tower, Borivali (West), Mumbai - 400092. Tel : 022-28336310 NEw DELHI: Edelweiss Securities Limited; 8-B, 8th Floor, Atma Ram House, Tolstoy Marg, New Delhi- 110001., Tel: 011- 46501116/7 PUNE: Edelweiss Broking 101 to 106, 1st floor, Siddharth Tower, behind City Pride Talkies, Kothrud, Pune - 411029, Tel: 020-66056672. SURAT: Edelweiss Securities Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring Road, Surat – 395002, Tel: 0261-2460537

INTEGRATED ENTERPRISES (INDIA) PRIVATE LIMITEDChennai : Adyar - Ground Floor, 15, Balaram Road, Chennai - 600 020. – 044-24420776/24914178; Adambakkam - Door No. 14, 1st Floor, R k Plaza, Lake View Road, Adambakkam, Chennai - 600088 – 044-22441350/22440351/22600146; Alwarpet - G-11, Alsa Regency, 16/165 Eldams Road, Opp. To Indian Bank, Alwarpet, Chennai - 600018 – 044-24338055/24338255; Ambattur - Old No. 18/2, New No. 58, Mounasamy Madam Street, Ambattur, Chennai - 600053 – 044-26570354/26570679; Anna Nagar - 1 - No. W-65 A1, TLV Manor, Ground Floor, (Opp. Tower Club), Annanagar, Chennai-600040 – 044-26282616/26214371; Anna Nagar - 2 - 17/1, Ground Floor, 1st Street, Santham Colony,Annanagar West Extension, Chennai - 600101 – 044-26152420/26152430; Ashok Nagar - New No. 33, 11th Avenue, (Near Grand Sweets), Ashok Nagar, Chennai - 600 083. – 044-24895378/24718482; Avadi - No.23/3, 1st Floor, Anna Street, Gandhi Nagar, Avadi - Chennai-600044. – 044-26380200/26380204; Chrompet - No.53 and 55, First Floor, Shop-C, Station Road, Radha Nagar, Chrompet, Chennai - 600 044. – 044-22653171/22653172; George Town - Old No 111 New No 227, Thambu Chetty Street,First Floor (Near Kalikambal Kovil),George Town, Chennai - 600 001. – 044-25241041/25219488; K K Nagar - No. 99, Dr. Lakshmanaswamy Salai, K K Nagar, Chennai - 600078 – 044-23662227/23663227; Korattur - New No. 19, 780F, North Avenue, Korattur, Chennai - 600080 – 044-26870901/903/904; Maraimalainagar - No. 33/7, Pavender Salai, NH-1, MIG, Maraimalai Nagar, Kanchipuram - 603209. – 044-27454767; Madhavaram - Plot No. 4-7, Annai Velankanni Nagar, Office No. 1, Arul Nagar Bus Stop, Madhavaram Milk Colony High Road, Chennai – 600051. – 044-25559918/25559919; Mogappair - Poomani Plaza, Block No. 6, Door No: 3, First Floor, Mogappair (West), Chennai - 600037. – 044-26531033/26531381; Mylapore - 11-A, Ground Floor, East Abiramapuram, 1st Street, Mylapore, Chennai- 600004 – 044-24983748/24983502; Nanganallur - No 15, 14th Street, 3rd Main Road, Nanganallur, Chennai - 600 061. – 044-22673728/22673928; OMR - Kandanchavadi - No. 21, Rajiv Gandhi Salai, Kandanchavadi, OMR Road, Chennai - 600096. – 044-2491812/2491813/2491814; Perambur - New No 73, Old No 33, Madhavaram High Road, Perambur, Chennai - 600 011. – 044-25521353 / 25521351; Porur - 2/52, 1st Floor, Vinayagar Koil St, New Colony, (Near St. John’s School), Porur, Chennai- 600116. – 044-24765137/24766755; Periyar Nagar - Old. 40, New 16, 1st Main Road, Jawaharnagar, Chennai- 600082. – 044-26703125/3126/3140; Saligramam - No: 13/49, Arunachalam Road, Saligramam, Chennai - 600093. – 044-23763751/23763752; Tambaram - 8/38, Duraiswamy

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42 INDIA INFOLINE FINANCE LIMITED

Reddy Street, Tambaram West, Chennai - 6000 045. – 044-22260557/22260386; T.Nagar-Motilal Street - 42/1, Motilal Street, T.Nagar, Chennai - 600 017. – 044-24347830/24341642; T.Nagar-II (kences Tower) - 1st Floor, Kences Towers, 1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017. – 044-28140484; Thiruvanmiyur - Shop No. 2 & 3, 1st Floor, No 17, K K Road, Valmiki Nagar, Thiruvanmiyur, Chennai – 600041. – 044-24571156/24571256; Triplicane - Door No. 29, 1st floor, Bharathi Salai, Triplicane, Chennai-600005 – 044-28440003/ 28440005; Velachery - 5/1, Sri Durga Flats (Ground Floor), 1st Cross Street, Vijaya Nagar, Velachery, Chennai- 600092. – 044-42184538/42184970; Virugambakkam - No. 1, Rajeswari Colony, First Floor, (Near Girias & Next to LIC), Virugambakkam, Chennai - 600  092. – 044-23644496/23644497; West Mambalam - New No. 40, Old No. 179/1, Lake View Road, West Mambalam, Chennai - 600 033. – 044-23720701/23720703; Tamilnadu; Coimbatore - R.S.Puram - Janaki Apts., Ground Floor, 29/176, Ramalingam Road (West), R.S. Puram, Coimbatore - 641 002. - 0422-2471944/2471505; Coimbatore - Saibaba Colony - Shop No.19 / 20 Ground Floor, Aarpee Centre,320 N NSR Rd, Saibaba Colony, Coimbatore – 641011. - 0422-2434358/2434391; Coimbatore - Vadvalli - 3/28 - 7 VRR Complex, Maruthamalai Road, Vadavalli, Coimbatore - 641041. – 0422 -4212456; Coimbatore - Ramanathapuram - No. 1956, Matha Complex, Opp to City Union Bank, Trichy Road, Ramanathapuram, Coimbatore - 641045. – 0422-4210203; Devakottai - Shop No. 3 & 4, Saraswathi Theatre Complex, 425, Thiruppathur Road, Devakottai - 630302. - 04561-270244; Dindigul - Sri, Mahalaxmi Complex, 1st Floor, 72/42, New Agraharam, Opp. BSNL Customer Care, Palani Road, Dindigul - 624001. – 0451-2433402/2433403; Erode - Parimalam Complex, No. 160A, 1st Floor, Mettur Road, Erode - 638011. – 0424-2222021/4270302; Karaikudi - Mahendra Complex, 7/1, Poisollameyyar Street, New Town, Karaikudi - 630 001. – 04565-238452/235174; Kanchipuram - Old No 6, New No 19, Vanigar Veethi, Anna Arangam Backside, Nr. BSNL Telephone Exchange, ‘D’ Office, Kanchipuram -631501. – 044-27228678/27228668; Kumbakonam - 36/37, Pachayappa Street, Kumbakonam - 612 001. – 0435-2431520/2422670; Madurai - Simmakal - 82, 1st Floor, Vakkil New Street, Madurai - 625 001. – 0452-2630305/2620560; Madurai - K.K nagar - 2B/1 Valamjee Mansion, (Opp to District Court), Madurai Melur Road, Vinayaga Nagar, Madurai - 625020 . – 0452-4358234 / 4368234; Madurai - S S Colony - 30/1, Navalar Nagar, 1st Street, S S Colony, Madurai – 625010. – 0452-2302304/4986272; Madurai – TVS Nagar - Old No D-67 (New No. 131) Rajam Road, TVS Nagar, Madurai – 625 003. Phone : 2695000 / 4246644/4376644; Mayiladuthurai - 1A/2, Kallarai Thoppu Street, Mayiladuthurai - 609 001 – 04364-240046; Neyveli - Shop No 4, 1st Floor, Neyveli Plaza, Main Road, Indira Nagar, Neyveli – 607801. – 04142-266936; Puduchery - No. 40 – a, Aurobindo Street, (Between M.G. Road & Mission Street), Pondicherry – 605001. – 0413-2222155/4207233.; Pudukottai - TS No. : 3604/15 First Floor, Lakshmipuram First street, Team Hospital Back Side, Opp to New Bus Stand, Pudukkottai - 622 001 . - 04322 - 224005 / 224015 / 225005; Pollachi - V T Towers, Above Karur Vysya Bank, 2nd Floor, Door No. 92, New Scheme Road, Pollachi - 642 001. - 04259-223555/7338841562; Salem - Shop No. 8/9/10, M.R. Complex, 1st Floor, No. 114, Kanakupillai Street, Alagapuram, Salem-636004. – 0427-2446727 / 2336746; Thanjavur - 1999, Kamal Towers, West Main Street, Thanjavur - 613009 – 04362-230928 / 230929; Tirunelveli - “Arunagiri Complex” Next To SBI 25b-1/31 and 25b-1/32 I Floor, S.N.High Road, Tirunelveli Junction - 627 001 – 0462-2323331; Tiruppur - Ground Floor, Door No. 66-C, G. G. Towers, Kumaran Road, Tirupur - 641601 – 0421-4320332; Trichy - Thillai Nagar - 25-A , Ground Floor, Githanjali Apartment, Sastri road, (Adjacent to Sippy Theatre), Thillai Nagar, Trichy - 620018 – 0431-2741468 / 2742068; Trichy - Chatram Bus Stand - Chitra Complex - No.9, Gr. Floor, Near Chatram Bus Stand, Trichy - 620 002. – 0431-2703670 / 2716387; Trichy - Srirangam - 100 B Gandhi Road, Srirangam, Trichy - 620 006. – 0431-2436211 / 2433512; Trichy - K.K Nagar - Door No. 16 & 20, Ground Floor, City Centre, 4th Street, Sundar Nagar, Trichy - 620021 – 0431-6460246; Kerala; Cochin - M G Road - RAJ SOUDH’, I Floor, 39/3477, M.G.Road, Ernakulam - 682 016. – 0484-2358922 /2358923; Cochin - Tripunithura - 664-F3, 1st Floor, Infort, Stephen Arcade, Statue Junction, Tripunithura - 682301 – 0484-4037908 / 4037909; Kottayam - Regent plaza, Door No. 203-C, First Floor, CMS Clooege Road, Near Baker Junction, Kottayam - 686001. – 0481-2585607 / 2565608; Palakkad - No 17/1923, 17/1924, A R Complex, Priyadarshini Road, Opp Priyadarshini Theatre, Palakkad -678001 – 0491-2546541 / 2546542; Trivandrum - D-NET Tower, TC 28/2875 (4), 1st Floor, Sahodarasamajan Lane, Vanchiyoor, Trivandrum -695035 – 0471-2461593/2478225; Thrissur - 1st Floor, B Inland Arcade, Mannath lane, thrissur - 680001 – 0487-2320191/2320192; Sasthamangalam - TC 9/679-4, Lakshmi Plaza, Vellayambalam, Sasthamangalam P O, Trivandrum - 695010 – 0471-4000206/2318022; Karnataka; Bangalore - Malleswaram - No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram, Bangalore - 560 003. – 080-23446386 / 23461470; Bangalore – Jayanagar - No.- 20, 1st Floor, 8th ‘F’ Main Road, 3rd Block, Jayanagar Bengaluru, 560 011. – 080-22441561 /26534659; Bangalore - Indira Nagar - No. 671, 17th D Cross, Indiranagar 2nd Stage, Bangalore - 560 038. – 080-25258490 / 25219347; Bangalore - Koramangala - No. 28, First Floor, 100 Feet Ringroad, Near Ejipura Signal, Viveknagar Post, Koramangala, Bengaluru – 560047. – 080-41217750 / 41217751; Bangalore - Gandhi Nagar - 22/5, Jala Shambhavi Complex, 1st Floor, (Opp. To IOB), 22/23, 1st Main Road, Kalidasa Marg, Gandhi Nagar, Bangalore-560009. – 080-22340034/41530319; Yelahanka New Town - No. 715, Suhas complex, A Bolck, 1st Floor, (Opp Seshadripuram College), Yelahanka New Town, Bangaluru - 560064. – 080-41210060/41210062; Bangalore - Banashankari - 1296 1st Floor, 30th Main Road Banashankari 2nd Stage Bangalore - 560 070. – 080-32008338 / 26711389; Bangalore – Bannerghatta Road - No. 73/2C, Thimmappa Reddy Layout, (Diagonally opp. To HDFC Bank), Hulimavy Gate, Bannerghatta Road, Bengaluru – 560076. – 080-49534732 / 49536413; Bangalore – Rajarajeshwari Nagar - No. 826, Second Floor, ‘Paramount Building’, Pandit Jawaharlal Nehru Road, B.E.M.L 3rd Stage, Rajarajeshwari Nagar, Bengaluru – 560098. – 080-32523440 / 32523441; Mysore - 133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. – 0821-2424188/4266682; Mangalore - F-1, 1st Floor, Ram Bhavan Complex, Kodialbail - 575 003. – 0824-2440163 / 2447051; Andhra & Telangana; Hyderabad - Basheerbagh - D No. 5-10-188/2, Room No. 102B, First Floor, Summit Apartments, Opp. Bandline, Hill Fort, Hyderabad - 500 004 – 040-23242375 / 23242472; Kukatpally - D. No. 15-31-2L-11/10, 1st Floor, Near MIG Bus Stop, Opp: Holy Mary Degree College, Pillar No. 20, JNTU Hightech Road, III Phase, KPHB Colony, Hyderabad - 500085. – 040-23058088 / 23058089; Dr A S Rao Nagar - D No 1-7-43/173, First Floor, Mahesh Nagar, Beside Radhika Multiplex, Dr A S Rao Nagar, Secunderabad - 500062 – 040-27127395 / 27127396; Secunderabad - D No. 1-2-63,64 & 73/2, No. 4, Ground floor, S R Arcade, Parklane, Secunderabad - 500 003 – 040-27845605 /27816080; Vizag - D No. 47-9-17, Ground Floor, III Lane, Dwarkanagar, Visakhapatnam - 530 016 – 0891-2513606 / 2747020; Vijaywada - D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads, Besides Indian Bank, Suryaraopeta, VIJAYAWADA - 520 002. – 0866-2472414/2470517; Guntur - 6-9-15,9/1 Aurndelpet, Guntur - 522002 – 0863-2326624 / 2337809; Nellore - Shop No.27, Co-operative Bank Shopping Complex, Trunk Road, Nellore - 524 001. – 0861-2326297/ 2332040; Rajamundhry - 6-14-7/1, Opp. Pala Varthakula Sangam, Achantavari St, T.Nagar,Rajamundhry - 533101. – 0883-2422120/2437533; Kakinada - 2-1-69/1, 1st Floor, opp Andalamma College, Perraju Peta, Kakinada - 533003. – 0884-2377258/2341205; Mumbai & Maharashtra; Andheri - A- 27 Laram Centre, 24, S.V. Road, Andheri West, Mumbai- 400058. – 022-26282685/26282686; Bandra - Shop no 8, Veena Beena Complex, Opp Bandra Railway Station, Mumbai – 50 – 022-26403883 / 26558735; Borivali - No. 4, Gora Gandhi Apts, I Floor, Above Hotel Samrat, Chandavarkar Lane,Borivali - 400 092. – 022-42087200/42087201; Bhandup - No. B-80, Station Plaza, Station Road, Bhandup West, Mumbai – 400 078. – 022-2594 1273 / 2594 1274; Chembur - 11 and 12, Gr Floor, Neelkanth Commercial Complex, Next to Hotel Orchids, Govandi Road, Chembur - 400 071. – 022-25210768 /25217660; Dombivli - 107, Triveni Building, 1st Floor, Opp: Nityanand Hotel, Jawaharlal Nehru Road, Dombivli (E), Mumbai - 421 201. – 0251-2433471/2433513; Fort – Dalal Street - 59, Sonawala Building, Gr.Floor, Bombay Samachar Marg, Fort,Mumbai - 400 023. – 022-22662825 / 22662728; Ghatkopar - No. A-111, Kailas Plaza, Vallabhbaug Lane, Ghatkopar East, Mumbai - 400 077 – 022-25086488 / 25086088; Kalyan - No. A-108, Desai Shopping Centre, Near Zojwala Petrol Pump, Bail Bazar Circle, Kalyan West – 421301. – 0251-2312186 / 2312187; Malad - No.7 1st floor, Abhishek Commercial Complex, Above Dena Bank, Plotno.104, S V Road Malad (w), Mumbai – 64 – 022-28802878/28823965; Matunga - Shop No 3, Plot No 402, Ground Floor, Hari Mangal Manor, Telang road, Next to Nalli Silks, Matunga East,Mumbai - 400 019. – 022-24013163/24013164; Mulund - No. 11, Alps Heights, Dr. R P Road, Mulund West, Mumbai - 400 080. – 022-25690700/25927065; Thane – West - A – 201, Krishna Plaza, Station Road, Naupada, Thane

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43INDIA INFOLINE FINANCE LIMITED

West – 400601. – 022-25301256/25301257; Thane – Vasant Vihar - 22,Amrapali Arcade, Vasant Vihar, Pokhran Road 2, Thane West - 400 601. – 022-21730813/21730814; Vashi - No. 13, Arenja Corner, Sector - 17, Vashi, Navi Mumbai - 400 703. – 022-27660042/27660043; Vile Parle - Shop No.105, 1st floor, Super Market, Monghibai Raod, Next to Bank of Maharashtra, Vile Parle East, Mumbai – 400 057. – 022-26133855/26182137; Pune – Shukrawarpeth - 7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar Peth, Bajirao Road,Pune - 411 002. – 020-24473944/24481891; Pune – Camp - No. 10, Ground Floor, Kumar Pavilion, 2424, Timya Road, Nest to Victor Cinema, East Street, Camp, Pune- 411001. – 020-41239797/41259797; Pune – Kothrud - No. E-7, 2nd Floor, Rahul Complex, Paud Road, Kothrud, Pune - 411 038. – 020-41259595 / 41259596; Pune - Pimple - A-22, Sai-Vision, Plot No. 1, Kunal Icon road, Pimple Saudagar, Pune - 411 038. 020-27405571 / 27405572; Nasik - B Wing, Parshuram Apts, Opp. Times of India Office, College Road,Nasik - 422 005. – 0253-2575524 /2316300; Nagpur – Dhantoli - No. GS-3, Amarjyoti Palace, Dhantoli, Wardha Road, Nagpur 440 012. – 0712-2420105 / 2420106; Gujarat; Ahmedabad – Navrangpura - 21, Nirman, Gr.Floor, Behind Navrangpura Bus Stop, Navrangpura,Ahmedabad - 380 009. – 079-26443289 / 26447825; Ahmedabad – Maninagar - LG 8/9/10, H.J. House, Opp. IOC Petrol Pump, Rambaugh, Maninagar, Ahmedabad - 380008. – 079-25450718 / 25463670; Ahmedabad –Paldi - F-103, Sarvamangal Complex, Behind Zalak Complex, Above SBI, Bhatta Cross Road, Paldi, Ahmedabad - 380007 – 079-26607811/26607813; Ahmedabad - Chandkheda - 136, Sarjan-2 Complex, Nr. State Bank of Hyderabad, New C. G. Road Chandkheda, Ahmedabad - 382424. – 079-23296934 / 23296935; Baroda – Alkapuri - F- 40/41, National Plaza, 1st Floor, R.C.Dutt Road, Alkapuri, Baroda - 390 007. – 0265-2343677 / 2341608; Baroda – Raopura - Samarth Building, Gr. Floor, Near Gujrathi School, Shiyapura, Opp. Lane of Chitekhan Hanuman Mandir, Raopura, Baroda - 390 001 – 0265-2421099/ 6585433; Baroda – Makarpura - FF-101, Kishan Atria, Near Manjalpur Hospital, Tulsidham Cross Road, Makarpura Road, Manjalpur, Baroda - 390 011 – 0265-2648001/2648002.; Baroda - Waghodia Road - GF/B-14, Parul Society, Near Cosmos Bank, Opp. Prabhat Society, Waghodia road, Baroda - 390019. – 0265-2572931/2572932; Surat - D/G-23 A, International Trade Centre, Ground Floor, Behind Radhakrishna Hotel, Majura Gate, Ring Road, Surat - 395 002 – 0261-2474535 / 2479495; Rajkot - 130/131, Star Chambers, 1st Floor, Harihar Chowk, Dr. Rajendra Prasad Road,Rajkot - 360 001. – 0281-3041451 / 2240373; North; New Delhi – Karol Bagh - RD Chambers, 3rd Floor, 16/11, W.E.A. Arya Samaj Road, (Above Kotak Bank), Karolbagh, New Delhi - 110005. – 011-45170331 to 338; New Delhi – Janakpuri - 108, 1st floor, Jaina tower 1, District Centre, Janakpuri, New Delhi - 110 058. – 011-45170345 / 45170346; New Delhi – Nehru Place - No. 19B, Ground Floor, Hemkunt Chambers, Nehru Place, New Delhi - 110 019. – 011-46681444 /46681445; New Delhi – Preet Vihar - 502, 5th Floor, Laxmi Deep Bldg, Above HDFC Bank, Plot No 9, District Centre, Laxmi Nagar, Near Nirman Vihar Metro, New Delhi - 110 092 – 011-47587168/47587169; Lucknow - Office No. 2, Gr. Floor, Saran Chambers - II, 5 Park Road, Lucknow - 226 001. – 0522-2235736 / 2236766; Bhopal - Manasarovar Complex, MF 7, A Block, Mezzanine Floor, (Near Habibganj Railway Station),Habibganj Station Road,Bhopal – 462011 – 0755-4266005/4266006; East; Kolkata – South - Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029. – 033-2474600 / 24742705; Kolkata – Dalhousie - No. 210, A-Wing,2nd Floor, 24.Hemanta Basu Sarani,Mangalam,Kolkata - 700001 – 033-22310556 / 22310557; Kolkata – Saltlake - BA-37, Sector -1, PNB Island, Kolkata- 700 064 – 033-23580900 / 23580890; Kolkata – Garia - E/188, Ground Floor, Ramgarh, Naktala PO, Garia Ganguli Bagan, Kolkata – 700047. – 033-24304050 / 24304051; Patna - No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. – 0612-2205943; Jamshedpur - Shop No.1, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. – 0657-2756319 / 2756321

IIFL SECURITIES LIMITED

AGRA: IIFL Securities Limited - 23/10975-37, 12/12A, Block No. 118,1st Floor, Maruti Plaza, Sanjay Palace, Agra-282002, Ph: 0562-4013289-4013293,7500666675; AHMEDABAD: IIFL Securities Limited - 23/10975-37, 2nd floor, 4th Floor, High Street- I, Above Promart Showroom, Opp. Law Garden, Near Law Garden Cross Road, AHMEDABAD, 380006, Ph: 079-39874070; IIFL Securities Limited - 23/10975-37, 302-Amruta Arcade, Near Rasna Restaurant, Maninagar Cross Road,Maninagar,Ahmedabad-380008, Ph: 079-40509341; BANGALORE: IIFL Securities Limited - 23/10975-37, #31/9, Krimson Square, 2nd Floor, ABOVE VISHAL MEGAMART, Roopena Agrahara, Begur Hobli, Hosur main Road, Nr Silk Board junction, BANGALORE, 560068, Ph: 08067158118, 9902500445; IIFL Securities Limited - 23/10975-37, NO 11/2, 1ST FLOOR, ABOVE SANJEVANI, NEAR CONGRESS OFFICE QUEENS ROAD, BANGALORE-560052, Ph: 08042778215, 9986388824; IIFL Securities Ltd - 23/10975-37,Adam Chambers Building,3rd Flr,Above Dream lights showroom, Richmond Road, Near HDFC Bank Tel : 9620102326; BARODA / VADODARA: IIFL Securities Ltd - 23/10975-37 3rd Floor , Bhagwan Chambers, Opp. Circuit House , Alkapuri, Baroda - 390007.Tel : 0265-6197504;BHAVNAGAR:IIFL Securities Limited - 23/10975-37, 101,102 Sterling Centre, Above Kotak Mahindra Bank, Waghwadi Road, Bhavnagar-364002, Ph: 0278-3003132;BHUBANESHwAR: IIFL Securities Limited - 23/10975-37, 1st Floor, Somi Palace,M5/17,Acharya Vihar, Bhubaneshwar, 751013, Ph: 9937020268; CHANDIGARH: IIFL Securities Limited - 23/10975-37, 2ND FLOOR, SCO 114-115, SECTOR 34A, CHANDIGARH, 160022, Ph: 0172-4988100; IIFL Securities Limited - 23/10975-37, SCO NO-163,FIRST FLOOR,SEC-37C,, CHANDIGARH, 160036, Ph: 9915732400; IIFL Securities Limited - 23/10975-37, SCO NO-3015-16 ,IIND Floor,Sec 22D,Opp.Kisan Bhavan,Chandigarh.Tel-0172-4640524,9811351186. IIFL Securities Ltd - 23/10975-37 FIRST FLOOR,SEC-37C,, CHANDIGARH, 160036, Ph: 9915732400 CHENNAI: IIFL Securities Tower,No.143, M.G.R. ROAD,NEAR LIFELINE HOSPITAL, PERUNGUDI, CHENNAI, 600096, Ph: 044-66093677; IIFL Securities Limited - 23/10975-37 Vijay Enterprises, 3rd Floor,MF7,CIPET HOSTEL ROAD,THIRU-VI-KA-INDUSTRIAL ESTATES,EKKATTUTHANGAL,GUINDY-600032,Tel- 044-46613500,4041500 ; IIFL Securities Ltd-23/10975-37: 9th Floor,Bascon Futura Bldg,10/1, Venkatnarayana Road,Opposite KPN Travels,T.Nagar, Chennai - 600017.Tel : 9841755315;COIMBATORE: IIFL Securities Limited - 23/10975-37, No 657, 4th Floor, Tri Star Towers, Avanashi Road,Coimbatore-641037, Ph: 0422-4506694;DELHI / NEw DELHI: IIFL Securities Limited - 23/10975-37, 310,311,312,3RD FLOOR and 704-705, 7th floor, ASHOKA ESTATE,24,BARAKHAMBA ROAD,CONNAUGHT PLACE,, DELHI, 110001, Ph:9310527000,09841755315; IIFL Securities Limited - 23/10975-37, IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana PIN- 122016, Ph: 706512644; IIFL Securities Limited - 23/10975-37, 71/3 ,Ist Floor NAJAFGARH ROAD INDUSTRIAL AREA , MOTI NAGAR, DELHI, 110015, Ph: 9911185735; IIFL Securities Limited - 23/10975-37, F-316,317,304,306 ADITYA ARCADE, NO 30, COMMUNITY CENTRE, PREET VIHAR, DELHI, 110092, Ph: 9971494102;GURGAON: IIFL Securities Limited - 23/10975-37, IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana PIN- 122016, Ph: 706512644; HYDERABAD: IIFL Securities Limited - 23/10975-37, My Home Sarovar Plaza, 5th and 6th floor No. 5-9-22, Shapurwadi, Adarsh nagar, Opp:- Secretariat, HYDERABAD, 500004, IIFL Securities Limited - 23/10975-37, Flat No 208-209, Second Floor, Chaitanya Chambers, Chaitanyapuri, dilsukhnagar Hyderabad, HYDERABAD, 500060, Ph: 9347135586; INDORE: IIFL Securities Limited - 23/10975-37, 106/107 1ST FLOOR AREAN HEIGHTS AB ROAD OPP C21 MALL, INDORE, 452001, Ph: 0731-4221507;JAIPUR:IIFL Securities Limited - 23/10975-37, 3rd Floor, Corp Arcade, Opp. Airtel Office, Malviya Marg, C-Scheme,Jaipur-302001. Mobile : 7976660978.IIFL Securities Ltd 2nd Floor, 112-7, Madhyam Marg, Vijay Path, Agarwal Farm, Mansarovar, JAIPUR, 302018, Ph: 0141-5161754; JODHPUR: IIFL Securities Limited - 23/10975-37, Flat No 202, Shree Plaza, Jaljog Chauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 342001, Ph: 0291-5101824; KANPUR: IIFL Securities Ltd 306 3rd Floor, Sai Square Bhargava Estate , Civil Lines, Kanpur, UP-208001Tel-8756992410. KOCHI/COCHIN/ERNAKULAM:IIFL Securities Limited - 23/10975-37, I, II and III Floor Sana Tower M.G.Road, COCHIN, 682016, Ph: 0484-4028074; KOLKATA:IIFL Securities Limited - 23/10975-37, IIFL Securities Ltd. 5th, 7th and 9th Floor AC Market 1 Shakesphere Sarani, KOLKATTA, 700071, Ph: 7044151982/033-44048609; LUDHIANA: IIFL Securities Limited - 23/10975-37, 504, 5th Floor, SCO -

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in the nature of forM 2a - MeMoranDuM ContaininG SaLient featureS of the ProSPeCtuS

44 INDIA INFOLINE FINANCE LIMITED

18 , Feroze Gandhi Market ,Ludhiana (punjab)-141001, Ph: 0 161- 5047900 / 5096393; LUCKNOw: IIFL Securities Ltd, Above Narayan Automobile,2nd Floor,4 Shahnajaf Road, Opp.Kotak Bank,Hazratganj,Lucknow-226001.Tel-9415109859.MUMBAI: IIFL Securities Ltd - 23/10975-37 Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 400001. Tel : 9167997482/022-49142122.IIFL Securities Ltd.,Hubtown Solaris, Ground Floor,N.S.Phadke Marg, Opp.Teli Galli,Andheri - East Mumbai-400 069, Tel-62728874. IIFL House,4th Floor,Sun Infotech Park Road No 16-V MIDC Thane Industrial Area Wagle Estate Thane -400604. Tel-7045039507.IIFL Securities Limited - Office No 501 & 502 5th Floor Victory Park CHS Ltd Chandarvarkar Lane Above SBI Bank Borivli West Mumbai-9833452833; IIFL Securities Limited - 23/10975-37 Shop no 4,Anuradha /Anuja CHS Ltd Manek Nagar Chandavarkar Road Borivali West, Ph: 9702976233.NAGPUR:IIFL Securities Limited - 23/10975-37, 2nd floor Shreejee krupa building, Gandhi Square, New Itwari Road, Nagpur-440002, Ph: 0712-6684012/14; PATNA:IIFL Securities Limited - 23/10975-37, 2nd floor,ASHIANA CHAMBER, EXHIBITION ROAD, PATNA, 800001, Ph: 9771435515; PUNE: IIFL Securities Limited - 23/10975-37, Lohia Jain IT Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road, PUNE, 411038, Ph: 020-67641719;020-65212134/35,9730727308 RAJKOT: IIFL Securities Limited - 23/10975-37,1st Floor, Pride One,Opp. Vachhani Hospital,Akshar Marg, Rajkot – 360001. Tel : 8657474275RANCHI:IIFL Securities Limited - 23/10975-37, 4th Floor, Kaushalya Chambers,P P Compound,Ranchi-834001, Ph: 7549091319 & 7549012302; SURAT: IIFL Securities Limited - 23/10975-37, 701,702,709,710, 21st Century Business Centre, Ring Road,Surat, SURAT, 395002, Ph: 0261-4030656;

ICICI SECURITIES LIMITEDICICI Securities Limited, Ground Floor, H.T. Parekh Marg, Back Bay Reclamation, Churchgate, Mumbai - 400020.

JM FINANCIAL SERVICES LIMITED

AHMEDABAD:Mr Bhavesh Shah/Mr.Girish ShahJM Financial Services Ltd,G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad 380 009Ph:079-2657 6666 - 70/30013700 ;BANGALORE:Ms. Poornima/Mr. Kiran JadhavJM Financial Services Ltd,2015 at Office No.40/1A, 4th Flr, Basappa Complex, Lavelle Road, Bengaluru-560001. Ph:-080- 49272400 ;HYDERABAD:Mr Chandrasekhar/Mr. Satish Raja/Mr.RaviJM Financial Services Ltd,6-3-1090/1/1, Uma Chambers,2nd Floor, Somajiguda,, Hyderabad 500 082Ph:040- 40105875 ;SECUNDERABAD:Mr. Kalyan Chakravarthy/Mr. RameshJM Financial Services Ltd,3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003(040) 40105200 ;KOLKATA:Mr. Deepkumar Khemka/Mr. Kartick BaghJM Financial Services Ltd,Kankaria Estate, 8th Flr,6th Little Russell Street, Kolkata 700 071Ph: 033-40310330 ;MUMBAI:Mr. Sona Vergheese/Kedar Pimputkar/Ms Armin IraniJM Financial Services Ltd,2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001Ph:022-2266 5577 - 80, 6136 3400 ;MUMBAI:Mr Ashit Vora/Ms. Rani JaiswalJM Financial Services Ltd,602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing,Vile Parle (East), Mumbai 400 057.Ph:022-26636731-34, 26135202-03 ;MUMBAI:Ms Jyotsna Solanki/Mr C V GeorgeJM Financial Services Ltd,1st Floor, 101, 1st Floor, Abhilasha II CHSL,Punjabi Lane, Off Chandavarkar Road,Borivali West, Mumbai -400092.Ph: 22 29686703 | 22 29686700 ;NEw DELHI:Mr. Umesh Yadav/Mr. Ashishkumar Jhigran JM Financial Services Ltd,5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001Phone (011) 49537800 ;PUNE:Mr Anand Shirke/Mr Sanjay YelwandeJM Financial Services Ltd,Office No.302,Kalpa Vishwa, Next to ICICI Bank,Ghole Road,Shivaji Nagar,Pune–411005,Ph : 020- 67602400/67602415-18/9730003080/9730003079 ; ;CHENNAI:Mr B Kalaiselvan/Mr. Nandkumar/Ms. SumithraJM Financial Services Ltd,Seethakathi Business Centre, Unit No.216, Second Floor, 684-690, Anna Salai (Mount Road), Chennai – 600002Ph:044-4225 5666/59 ;INDORE:Mr. VedPrakash Dhimole/Ms. ArtiJM Financial Services Ltd,UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Indore 452 004Ph:0731-4742100/4742119 ;COIMBATORE:Mr. Gopinathan/Ms. TamizharasiJM Financial,AMI Mid Town, 25A-4/1, 3rd Floor,D B Road, R S Puram,Coimbatore-641 002Ph: 08189912555 ;MUMBAI:Mr. Pratik Khosla/Ms. Vaishali PawarJM Financial Services Ltd,328, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi , Navi MumbaiPh: 6632 9200/03/04/27896024-26 ;VADODARA:Mr. Ghanshyam Vyas/Mr. Ankur ShahJM Financial Services Ltd,G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Vadodara 390 007Ph:0265-6191300 ;SURAT:Mr. Dipen Shah /Mr Nishant TrivediJM Financial Services Ltd,A Wing , 2nd Floor 202 International Commerce Centre Bldg , ( ICC Bldg ),Near Kadiwala School , Majura Gate , Ring Road , Surat - 395002Ph:0261-4081700 ;RAJKOT:Mr Shailesh Dhabhi/Ms. MittalJM Financial Services Ltd,202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017Ph:0281-6194000 ;MUMBAI:Mr. Tilak Sanil/Mr. Beren SolankiJM Financial Services Ltd,424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai 400 075Ph:022-45058700 ;JAIPUR:Mr. Avdesh/Mr. Sayar SinghJM Financial Services Ltd,G -7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme, Jaipur 302 001Ph:0141-4384400 ;VISHAKHAPATNAM:Mr. B. Rajesh/Ms. Y Satyavati JM Financial Services Ltd,Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam 530 003Ph: (0891) 6603800 ;MUMBAI:Mr. Nayan Parikh/Ms. Jyoti SharmaJM Financial Services Ltd,Abhishek Commercial Complex, Office No.8, 1st Floor, Above Dena Bank, Next to Aditi Hotel, Plot No.104,S V Road, Malad West, Mumbai-400064.Ph:022- 288 22 831 / 32 /34.;

KOTAK SECURITIES LIMITED

AHMEDABAD: Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road T: 26587276;BANGALORE: Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.T: 080-66203601;CHENNAI: Kotak Securities Limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar. T: 24303100/ 24303324;COIMBATORE: Kotak Securities Limited., 114, E-1, Race Course Road, 68-116 to 208-249, 2nd Floor, Mariammal Towers, Coimbatore – 641018 P: 6699666;HYDERABAD: Kotak Securities Limited., 1-8-179/2/A,1st Floor, Usha Kiran Complex, Above HDFC Bank, P G Road, Secunderabad – 500 003. T:040-47009699/671; INDORE: Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road. T: 2537336;KOCHI: Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road. T: 0484-2377386/ 2378287;KOLKATTA: Kotak Securities Limited., “Govind Bhawan” Ground Floor, Brabourne Road, Tel: 033-66156200;MANGALORE: Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle. T: 0824-424180; MUMBAI: Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, T: 22655084; NEw DELHI: Kotak Securities Limited., Unit number 601 & 608, 6th Floor, World Trade Tower Building, Tower B, Plot number C1, Sector 16, Noida, (New Delhi) - 201301.Tel: 0120-6760435/0120-4869326; SURAT:Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp. IDBI Bank, Ghoddod Road. T: 0261-5532333/ 2254553;

KARVY STOCK BROKING LIMITED

Agra:Karvy-F4, 1St Floor, Deepak Wasan Plaza Sanjay Place, Agra , Above Hdfc Bank,Uttarpradesh282002; Ahmedabad:Karvy-203, Shail Building,Opp: Madhusudhan House, B/H. Girish Gold Drinks, Off. C.G. Road,Navrangpura, Ahmedabad 380006; Allahabad:Karvy-57 S. P. Marg, R.S.A. Tower, Above Sony Showroom, Civil Lines, Allahabad, Uttar Pradesh211001; Ambala:Karvy-6349, Nichoson Road, Adjacent Kos Hospital Ambala Cantonement 133001; Ananthapur:Karvy-D No 15-149; 1St Floor; S R Towers; Opp: Lalithakala Parishad, Subash Road, Anantapur Andhra Pradesh515001; Angul:Karvy-1st

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in the nature of forM 2a - MeMoranDuM ContaininG SaLient featureS of the ProSPeCtuS

45INDIA INFOLINE FINANCE LIMITED

Floor, Subhra Tower, NH - 55, Main Road, Hanuman Bazar, Angul759112; Bareilly:Karvy-165,Ist Floor Opp Hotel Bareilly Palace Near Rly Station Civil Lines Bareilly243001; Bellary:Karvy-165,Ist Floor Opp Hotel Bareilly Palace Near Rly Station Civil Lines Bareilly243001; Bengaluru:Karvy-No: 54, "Yadalamma Heritage", Vanivilas Road, Basavanagudi, Bangalore - 560004., Ph:080-67593600560004; Bengaluru - Koramangalam:Karvy-Aaryaa Centre, 1st Flr, KHB Colony, 1st A Cross, 5th Block, Opp Post Office, Ganesha Temple Road, Koramangala, Bangalore560095; Bengaluru - Indira Nagar:Karvy-Aaryaa Centre, 1st Flr, KHB Colony, 1st A Cross, 5th Block, Opp Post Office, Ganesha Temple Road, Koramangala, Bangalore560095; Bhavnagar:Karvy-213, Krushna Darshan Complex, Above Rangoli Resturant, Waghawadi Road, Bhavnagar364001; Bhilai:Karvy-Shop No.1, Plot No.1, Old Sada Block Commercial Complex, Nehru Nagar, Bhilai 490020; Bhopal:Karvy-Kay Kay Business Centre; 133 Zone ; 1 Mp Nagar, Bhopal, Madhya Pradesh462011; Bhubaneshwar:Karvy-A/181, Janardhan House, 2nd Floor, Room No. 5, Sahid Nagar, Bhubaneswar751007; Bilaspur:Karvy-Shop No 201 & 202; 1St Floor; V R Pla, Link Road, Bilaspur, Chattisgarh, Ph: 07752-236420495001; Burdwan:Karvy-63; G.T. Road; Birhata; Halder Comp, Ex 1St Floor, Burdwan, West Bengal,Ph: 0342 2550801 / 2550840; 713101; Chandigarh:Karvy-Sco 2423-2424, First Floor, Sector 22C, Chandigarh160022; Chennai - Adayar:Karvy-F-3, Adayar Business Court, Old No.25,New No 51, Gandhinagar 1St Main Road, Chennai, Ph: 044 42076801/42076803600020; Chennai - Anna Nagar:Karvy-T-92 Ground Floor Third Avenue Main Road Anna Nagar Chennai600040; Chennai - T Nagar:Karvy-No.33/1, Venkataraman Street, T.Nagar,Chennai600017; Coimbatore:Karvy-SNV Chambers, First Floor, 482/483, Cross Cut Road, Opp: Power House, Gandhipuram -Coimbatore - 641012 Ph: 0422 4343200-215 641012; Cuttack:Karvy-Opposite Jagannath Petrol Pump, Arunodya Market, Link Road, Cuttack753012; Dehradun:Karvy-48/49 , Patel Market , Opp- Punjab Jewellers , Near Gandhi Park, Rajpur Road,Dehradun248001; Faridabad:Karvy-Sai Infotech,Shop No.25, Patel Chowk, R B Mehta Marg, Ghatkopar East Mumbai; Gorakhpur:Karvy-Pratibha Complex,1St Flour,In Front Of Jubilee Inter College,Jubilee Road,Gorakhpur273001; Gulbarga:Karvy-1St Floor Asian Tower Beside Aditya Hotel , Jagat Station Main Road, Opp Public Garden Gulbarga Karnataka 585103; Gurgaon:Karvy-Shop No. 18, Near Huda Office; Ground Floor, Opp: Akd Tower, Sector 14, Gurgaon122001; Gwalior:Karvy-1St Floor , J K Plaza; Gast Ka Tazia; Falka Bazar , Lashkar; Gwalior ( Mp ); Madhya Pradesh474001; Hubli:Karvy-Giriraja House, Old Name: Madhura House, No.45, Ward No.1, Club Road, Hubli, Karnataka- Ph : 0836 2356201/ 2356202 / 2356204580029; Hyderabad - Banjara Hills:"Karvy House", 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500034500034; Hyderabad - Hyderguda:Karvy-Sri Siva Rama Towers, 3-6-288/3, 1St Floor, Opp. Old Mla Quarters,Above Hdfc Bank, Hyderguda, Hyderabad, Ph: 040-66035731500029; Jaipur:Karvy-107-108,Luhadia Tower,Near Ahinsha Circle,Ashok Marg,C Scheme,Jaipur302001; Jalandhar:Karvy-Lower Ground Floor; Prime Towers; Office No: 3, Plot No.28, G.T. Road, Jalandhar144001; Jamnagar:Karvy-136-137 -138, Madhav Plaza, Opp SBI Bank, Lal Bunglow, Jamnagar361001; Jamshedpur:Karvy-RR Square, 2nd floor, SB Shop Area, Main Road, Bistupur, Jamshedpur831001; Jhansi:Karvy-371/01, Narayan Plaza Jeevan Shah Crossing Opp Telephone Exch Gwalior Road , UP284003; Junagadh:Karvy-124/125; 1st Floor; Punit Shopping Center, M G Road, Ranavav Chowk, Junagadh362001; Kakinada:Karvy-13-1-46; Sri Deepthi Towers; First Floor Main Road, East Godavari, Kakinada, Ph: 0884 2387382 / 2387383533001; Kanpur:Karvy-15/46, Civil Lines, Opp. Muir Mills, Stock Exchange Road, Kanpur208001; Kochi:Karvy-G 39, Panampally Nagar Opp: Kerala State Housing Board, Kochi, Kerala 682036; Kolhapur:Karvy-Omkar Plaza, 1st Floor, Unit F-2 & F-4, Rajaram Road, Bagal Chowk, Kolhapur, Ph: 0231 2525132/33/34416008; Kolkata - Dalhousie:Karvy-Martin Burn House, 1, R.N. Mukherjee Road, 2Nd Floor, Room No : 226, Kolkata700001; Kolkata - Park Street:Karvy-3rd Floor, "B' Block, Apeejay House, 15, Park Street, Kolkata 700016; Krishnanagar:Karvy-52; R. N. Tagore Road, High Street, Nadia, Krishnanagar, Ph: 3472 251541 / 553 741101; Kurnool:Karvy-Shop No.43, 1st Floor, S V Complex, Railway Station Road, Kurnool518004; Lucknow:Karvy-94 M.G. Marg Opp Governor House Hazratganj Lucknow226001; Ludhiana:Karvy-Ist Floor, Sco 136, Feroze Gandhi Market , Ludhina , Punjab141001; Madurai:Karvy-274, Goods Shed Street, Madurai, Tamil Nadu, 625001; Madurai - Bye Pass Road:Karvy-Rakesh Towers, Opp Nagappa Motor, No.30, By Pass Road, Madurai, Tamil Nadu 625010; Mangalore:Karvy-Mahendra Arcade, Ground Floor, Kodailabail, Mangalore, Karnataka Ph 0824 2492302 / 2496332 / 2492901575003; Mathura:Karvy-2nd Floor, Ambay Crown, Opp. Bsa Degree College, Bhuteswar Road, Mathura281001; Meerut:Karvy-1St Floor Medi Centre, Opp Eves Petrol Pump, Hapur Road, Near Baccha Park, Meerut250001; Mumbai - Ghatkopar:Karvy-Sai Infotech,Shop No.25, Patel Chowk, R B Mehta Marg, Ghatkopar East Mumbai; Mumbai - Borivali:Karvy-Shop No 14,Star Trade Centre, Near Chamunda Circle, Borivali, West Mumbai 400001; Mumbai - Fort:Karvy-Office no 7, 2nd floor, Dossa Mansion, Opp RBL bank, Nr apna Bazar, PM Road, Fort Mumbai400001; Mumbai - Thane:Karvy-Office No 01, Yashwant Tower, Ram Ganesh, Gadkari Path, Ghantali Road, Naupada, Thane (West), Mumbai400001; Mumbai - Andheri East:Karvy-Office No.505, 506, Vertex Vikas, A Wing, Station Road, Andheri East, Mumbai400069; Muzaffarnagar:Karvy-203/99 C, Sadar Bazar, Opp Peace Library Muzaffarnagar251001; Nadiad:Karvy-104-105; City Point, Near Paras Cinema, Nadiad, Gujarat, Phone No: 0268-2563210/45/48 387001; Nagpur:Karvy-230-231 3rd Floor, Shri Ram Shyam Tower, Near NIT Building, Nagpur, Maharashtra, Phone No: 0712- 6611293/6612376 440001; Nasik:Karvy-F1, Suyojit Sankul, Sharanpur Road, Near Rajiv Gandhi Bhavan, Nasik, Ph 0253 2316232/33/34422002; New Delhi:Karvy-23, UGF , Himalaya House, KG Marg, New Delhi110001; Noida:Karvy-307,2Nd Floor Jaipuria Plaza, (Opp Delhi Public School) Sector 26, Noida201301; Patna:Karvy-Office No. 3006 3Rd Floor; Yunus Plaza/Grand Plaza; Frazer Road; Patna; Bihar800001; Pondicherry:Karvy-No.7, First Floor, Thayagaraja Street, Pondicherry605001; Pune:Karvy-Mozaic Building, CTS No-1216/1, Fergussion College Road, Shivaji Nagar, Pune411004; Puri:Karvy-Ground Floor; Vip Road, Near Pkda Office, Puri, Ph: 06752-225438/30 752001; Rajahmundry:Karvy-D No.6-27-8; 1st Floor ; Vygram Road, Rangachary Street, T Nagar, Rajahmundry533101; Rajkot:Karvy-505-506, Star Chamber, Harihar Chowk, Rajkot, Gujarat – 360 001360001; Salem:Karvy-No.40, 5th cross, Brindavan Road Opp To Polimer Channel, Fair Lands636016; Sambalpur:Karvy-Koshal Builder Complex, Near Goal Bazaar Petrol Pump, Sambalpur768001; Shimla:Karvy-Triveni Building, Bye Pass Chowk, Khani, Shimla 170002; Shimoga:Karvy-Sri Matra Naika Complex, 1St Floor , Above Shimoga Diagnostic Centre, Llr Road Durgigudi, Shimoga, Karnataka577201; Surat:Karvy-D-418, ITC Building, Majura Gate, Surat 395002; Tirupati:Karvy-D.No. 19-4-8/10, First Floor, A.V.M. Plaza, Near Lakshmi Puram Circle Air Bypass Road, Above Axis Bank517501; Trichy:Karvy-Sri Krishna Arcade, 60, Thennur High Road, Thennur, Trichy, Ph : 0431-2791000,4020226 620017; Trivandrum:Karvy-2Nd Floor; Akshaya Towers; Sasthamangalam Near Hundai Showroom; Above Jet Airways; Trivandrum; Kerala, Ph: 471-2725989 - 90-91 695010; Udupi:Karvy-Ground Floor; Sriram Arcade; Opp: Head Post Office, Udupi; Karnataka,Ph : 0820-2530962/63/64576101; Vadodara:Karvy-T- 2, 3Rd Floor, Savoy Complex; 63, Haribhakti Extension; Opp Abs Tower, Old Padra Rd, Baroda, Gujarat390007; Varanasi:Karvy-1 Floor ,D 64 / Ka Anant Complex ,Sigra Varanasi 221010; Vijayawada:Karvy-39-10-7; Opp:Municipal Water Tank, Labbipet; Vijayawada; Andrapradesh, Ph : 0866-2495200520010; Vishakapatnam:Karvy-47-14-5/1, Eshwar Paradise, Dwarakanagar Main Road, Vishakapatnam, Ph : 0891-2752915/16/17/18530016;

RR EqUITY BROKERS PRIVATE LIMITED

Ahmedabad: RR Equity Brokers Pvt. Ltd. , 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009,Ph:079- 40211888, 32943827,26422714,26404241,Bangalore: RR Equity Brokers Pvt. Ltd. S-111, Manipal Centre, 47, Deckenson Road, MG Road,Banglore-560042, Ph:080-42477177/03Faridabad: RR Equity Brokers Pvt. Ltd. , Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk, NIIT, Faridabad - 121001, Haryana, Ph: 0129-02427361Jaipur: RR Equity Brokers Pvt. Ltd., 7,Katewa Bhawan,Opp. Ganapati Plaza, M.I. Road, Jaipur- 302001, Ph: 0141-3235456, 5113317 Kolkata: RR Equity Brokers Pvt. Ltd. 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017, Ph: 033-22802963/22806878 Lucknow: RR Equity Brokers Pvt. Ltd. , F-117,Shriram Tower,13, Ashok Marg, Lucknow- 226001, Ph: 0522- 4057612, 2286518 Mumbai: RR Equity Brokers Pvt. Ltd., 82/1, Apollo House,

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46 INDIA INFOLINE FINANCE LIMITED

Ground Floor,Opposite Jammu & Kashmir Bank,Mumbai Samachar Marg, Mumbai 400023, MAHARASHTRA, Ph: +91-22-40544201/224/22702002New Delhi: RR Equity Brokers Pvt. Ltd. ,412-422, Indraprakash Building, 21, Barakhambha Road, New Delhi – 110001, 011-23354802New Delhi: RR Equity Brokers Pvt. Ltd. , N-24, Middle Circle, Connaught Place, New Delhi – 110001, Ph: 011- 23353480, 23353768,

SMC GLOBAL SECURITIES LIMITED

AGRA :- F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, AHMEDABAD :- 10-A, Kalapurnam,C G Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200, BENGALURU:- CPS House, No 23/2, Ulsoor Road Bengaluru -560034 Ph no 9739161699 CHENNAI:- Salzburg square,flat no.1, 3rd Floor,Door no .107,Harrington Road Chetpet,Chennai-600 031. DEHRADUN :- 7,8,9&10 shiva palace, second floor, rajpur road Dehradun 248001 Ph no 9368572105 HISSAR :- Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 HYDERABAD/SECUND’BAD :- 206, 3rd floor Bhuvana Towers, Above CMR Exclusive, S D Road SECUNDERABAD, 500003 INDORE :- 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666 JAIPUR :- 401, fourth Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme Jaipur Ph no 9928882771 JAMSHEDPUR :- K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 KANPUR :- shop no : G-21, Ground Floor City Centre The Mall Kanpur -228001 ph no 9305358433 KOLKATA :- 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479 LUCKNOw :- Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 MUMBAI :- 258,Perin Nariman Street First Floor Fort mumbai -400001 Ph no 9930055430 NEw DELHI/DELHI:- 17 , Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470 , 9810059041, 301, 3rd Floor, Kanchenjunga Building, 18, Barakhamba Road, Delhi - 110001 Ph no 9958696929 9180469955, 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 PUNE :- 3RD Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham hotel, JM Road Pune 411004 RAJKOT :- 401-Star Chambers, Harihar Chowk, Nr. Panchnth Mandir, Rajkot-360001 Mob - # +91 8000903984, Tel – 0281-3017965 SURAT:- 316, Empire State Building, Near Udhna Darwaja, Ring Road, SURAT-395002 || Tel No.: 0261-4005017

TIPSONS STOCK BROKERS PRIVATE LIMITED

Ahmedabad: 006, Ground Floor, Sakar - IV, Opp Town Hall, Ellis Bridge, Ashram Road, Ahmedabad - 380009, Tel No: 079-30006151; Bengaluru: No.910, 9th Floor, Prestige, Meridian - I, M.G Road, Bengaluru - 560001, Tel No: 080-42622111; Bharuch: Bungalow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch - 392002, Tel No: 02642-247383; Chennai: The Executive Zone, Shakti Tower - 1, GF, Suite 122 & 124, 766 Anna Salai, Mount Road, Next to Spencer Plaza, Chennai – 600002, Tel No: 044-43235856; Hyderabad: 511, Aditya Trade Centre, Ameerpet, Hyderabad - 500038, Tel No: 040-65846061; Kolkata: Room No.64, Chitrakoot, 230/A, AcharyaJagdish Chandra Bose Road, Kolkata - 700020, Tel No.033-40845000; Mumbai: 1101, Naman Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Tel No: 022-40845000; New Delhi: 912-915, 9th Floor, Tolstoy House, Tolstoy Marg, C. P., New Delhi - 110001, Tel. No: 011-43554000; Pune: 609, Llyods Chambers, Block - II, 6th Floor, MaldhakkaChowk, Pune - 411011, Tel. No: 020- 67445357.

TRUST SECURITIES SERVICES PRIVATE LIMITED

Ahmedabad: 006, Ground Floor, Sakar - IV, Opp Town Hall, Ellis Bridge, Ashram Road, Ahmedabad - 380009, Tel No: 079-30006151; Bengaluru: No.910, 9th Floor, Prestige, Meridian - I, M.G Road, Bengaluru - 560001, Tel No: 080-42622111; Bharuch: Bungalow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch - 392002, Tel No: 02642-247383; Chennai:The Executive Zone,Shakti Tower - 1, GF, Suite 122 & 124,766 Anna Salai, Mount Road,Next to Spencer Plaza, Chennai-600002, Tel No: 044-43235856; Hyderabad: 511, Aditya Trade Centre, Ameerpet, Hyderabad - 500038, Tel No: 040-65846061; Kolkata: Room No.64, Chitrakoot, 230/A, AcharyaJagdish Chandra Bose Road, Kolkata - 700020, Tel No.033-40845000; Mumbai: 1101, Naman Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Tel No: 022-40845000; New Delhi: 912-915, 9th Floor, Tolstoy House, Tolstoy Marg, C. P., New Delhi - 110001, Tel. No: 011-43554000; Pune: 609, Llyods Chambers, Block - II, 6th Floor, MaldhakkaChowk, Pune - 411011, Tel. No: 020- 67445357.

TRUST FINANCIAL CONSULTANCY SERVICES PRIVATE LIMITEDAhmedabad: 006, Ground Floor, Sakar - IV, Opp Town Hall, Ellis Bridge, Ashram Road, Ahmedabad - 380009, Tel No: 079-30006151; Bengaluru: No.910, 9th Floor, Prestige, Meridian - I, M.G Road, Bengaluru - 560001, Tel No: 080-42622111; Bharuch: Bungalow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch - 392002, Tel No: 02642-247383; Chennai: The Executive Zone, Shakti Tower - 1, GF, Suite 122 & 124, 766 Anna Salai, Mount Road, Next to Spencer Plaza, Chennai – 600002, Tel No: 044-43235856; Hyderabad: 511, Aditya Trade Centre, Ameerpet, Hyderabad - 500038, Tel No: 040-65846061; Kolkata: Room No.64, Chitrakoot, 230/A, AcharyaJagdish Chandra Bose Road, Kolkata - 700020, Tel No.033-40845000; Mumbai: 1101, Naman Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Tel No: 022-40845000; New Delhi: 912-915, 9th Floor, Tolstoy House, Tolstoy Marg, C. P., New Delhi - 110001, Tel. No: 011-43554000; Pune: 609, Llyods Chambers, Block - II, 6th Floor, MaldhakkaChowk, Pune - 411011, Tel. No: 020- 67445357.

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47INDIA INFOLINE FINANCE LIMITED

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBs) UNDER THE ASBA PROCESSSr.No.

Name of the Bank Controlling Branch & Address Contact Person Telephone Number Fax Number Email

1. Axis Bank Ltd. Centralised Collections and Payment Hub (CCPH)5th Floor, Gigaplex, Building No. 1, Plot No.I.T.5, MIDC, Airoli Knowledge Park, Airoli,Navi Mumbai – 400708

Mr. Sunil FadtareAssitant Vice President

022-71315906, 9819803730 022- 71315994 [email protected]

2. Andhra Bank 18 Homi Modi Street,P B No 114,NanavatiMahalaya,Fort Mumbai Maharastr 400023

Seshagiri Rao Jonnakuti 02222026088/22047626 - [email protected]

3. Allahabad Bank Allahabad Bank, Fort Branch, 37, MumbaiSamachar Marg Mumbai, Maharashtra 400 023

Shri R Pradeep Kumar (022)-22623224 - [email protected]

4. Bank of Baroda Mumbai Main Office, 10/12 MumbaiSamachar Marg, Fort, Mumbai-23

Mr. Sonu A. Arekar 022-40468314, 40468307, 022-22835236 [email protected]

5. Bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47,Mumbai Samachar Marg, Mumbai – 400023

SHRI. V R Kshirsagar(DGM)

022-22694160 22652595 22663947 022-22681296 [email protected];[email protected]

6. BNP Paribas BNP Paribas House, 1, North Avenue, MakerMaxity, Bandra Kurla Complex, Bandra (East),Mumbai – 400051

Mr. Ashish. Chaturvedi,Mr. Dipu SA, Ms PrathimaMadiwala

(022) 61964570/61964594/61964592 (022) 61964595 [email protected]@[email protected]

7. Barclays Bank PLC Barclays Bank PLC 601/603 Ceejay House,Shivsagar Estate, Dr Annie Besant Road, Worli,Mumbai – 400018

Parul Parmar +91- 22 6719 6400/ 6575 +91- 22 6719 6996 [email protected]

8. Bank of India Phiroze Jeejeebhoy Tower, (New StockExchange Bldg), P. J. Tower, Dalal Street, Fort,Mumbai – 400 023.

Shri Navin KumarPathak, Senior Manager

022-22723631/1677/ 9619810717 022-22721782 Stockexchange.Mumbai, [email protected]

9. Bandhan Bank Ground Floor, Shop No. 1,2 & 7, Kailash Co-op Hsg. Soc. Ltd. Opp. Khar Police Station, S.V Road, Khar West, Mumbai, Maharashtra, Pin- 400052

Pranot Prakash Patil 9819178585 bh.Khar [email protected]

10. Corporation Bank Capital Market Branch, Ist Floor, EarnestHouse, NCPA Marg Nariman Point,Mumbai-400021

Mr. Amod Kumar 022-22841406/22842764, 9870340031 022-22843823 [email protected]

11. CITI Bank Citigroup Center, Plot No C-61, Bandra-KurlaComplex, Bandra (E), Mumbai - 400 051

S Girish 022-26535504, 98199 12248 022-26535824 [email protected], [email protected]

12. Central Bank of India Ground floor, Central Bank of India, CentralBank Building, Fort, Mumbai 400001

Mr. Vineet Bansaj 022- 22623148, 22623149 022-22623150 [email protected]

13. Canara Bank Canara Bank, Capital Market ServiceBranch,407, 4th floor, Himalaya House79,Mata Ramabai Ambedkar, Marg, MUMBAI-400 001

Mr. Arvind NamdevPawar

022-22661618/ 22692973/ 9769303555 022-22664140 [email protected],[email protected],[email protected]

14. City Union Bank Ltd. 48, Mahalakshmi St., T. Nagar, Chennai - 600017.Tamil Nadu.

Sivaraman 044 - 24340010, 24343517, 24346060, 24348586, 9380286558, 9382642081

044 - 24348586 [email protected]

15. Catholic Syrian Bank Ltd. P B No. 1900, Ground Floor, Marshall Annex Building, Soorji Vallabhdas Marg, Ballard Estate, Mumbai, Maharashtra, Pin- 400001

Ram Mohan G S 022-64502165, 022-22664269, 022-22665865, 022-22650850

- [email protected]

16. DBS Bank Ltd. DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001

Amol Natekar +91 22 6613 1213 +91 22 6752 8470 [email protected]

17. DCB Bank 154, S.V.Patel Road, Dongri (E), Pin - 400009. Meenaz Hasanali Thanawala 022-67474170 - [email protected]. Dena Bank Capital Market Branch,

17 B-Horniman Circle., D. Nanji Bldgs.,Mumbai-400023

Branch Manager 022-22661206/22702881 022-22694426/22702880

[email protected]

19. Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar(West), Mumbai 400052

Ms. Hetal Dholakia (91) (022) 6600 9428 (91) (022) 6600 9419 - “[email protected]@db.com; [email protected].

20 The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai, Maharashtra -

Ramesh Menon 9167832288022- 22871658

[email protected]

21 GP Parsik Sahakari Bank Ltd. Sahakarmurti Gopinath Shivram Patil Bhavan, Parsik Nagar, Kalwa, Thane. 400605. Maharashtra.

Mr.vijaykumar A. Borgaonkar Manager Treasury And Accounts

022-25456641, 022-25456517, 022-25456529.

[email protected] [email protected]

22. HSBC Ltd. 3rd Floor, PCM Dept. Umang, Plot CTS No.1406-A/28, Mindspace, Malad (West) Mumbai400 064 (address of IPO Operations office)

Mr Jagrut Joshi (022) 67115485/ 9870403732 (022) 66536005 [email protected]

23. HDFC Bank Ltd. FIG – OPS Department HDFC Bank Ltd Lodha- I Think Techno CampusO-3 Level Next toKanjurmarg Railway Station Kanjurmarg (East)Mumbai - 400042

Vincent Dsouza /Siddharth Jadhav /Prasanna Uchil

022-30752929 / 2927 / 2928 - [email protected],siddharth. [email protected], [email protected]

24. ICICI Bank Ltd. ICICI BANK LIMITED, Capital MarketDivision, 1st Floor, 122, Mistry Bhavan,Dinshaw Vachha Road, Backbay Reclamation,Churchgate, Mumbai

Roshan Tellis 022-22859874/803 022-22611138 [email protected]

25. IDBI Bank Ltd. IDBI Bank Limited Central Processing Unit,Sarju House, 3rd Floor, Plot No 7, Street No.15, Andheri MIDC, Andheri (E), Mumbai.Pin : 400093

Shri. Naveen Nischal HP/ Shri Viral Barodia

022- 66700525 / 685 - [email protected] /[email protected]

26. Indian Bank Nandanam Branch- 480 Anna Salai, Nandanam600035

Mr. V Muthukumar, Mr.M Veerabahu

044 24330233 044 24347755 [email protected]

27. IndusInd Bank IndusInd Bank Ltd. Fort Branch Sonawalla Bldg,Mumbai Samachar Marg, Fort, Mumbai 400001

Yogesh Adke Dy. VicePresident

022-66366589 / 91 / 929833670809 022-22644834 [email protected]

28. Indian OverseasBank

Mexxanine Floor, Cathedral Branch, 762 AnnaSalai, Chennai 600 002

Mr. V. Srinivasan 044 - 28513616 - [email protected]

29. J P Morgan ChaseBank

J.P. Morgan Tower, Off C.S.T. Road, KalinaSantacruz - East, Mumbai - 400 098

Mahesh Aras 022-61573811 022-61573949 [email protected]@jpmorgan.com

30. Janata SahakariBank Ltd.

N S D L Department Bharat Bhavan, 1360,Shukrawar Peth, Pune -411002

Shri. Ajit ManoharSane+91 9960239391

+91 (20) 24431011 +91 (20) 24431016 +91 9503058993

+91 (20) 24431014 [email protected]

31. Karur Vysya BankLtd.

Demat Cell, Second Floor No 29, RanganStreet, T Nagar, Chennai - 600 017

Maruthi KumarYenamandra

044- 24340374 044-24340374 [email protected],[email protected]

32. Karnataka Bank Ltd The Karnataka Bank Ltd Mangalore–H OComplex Branch Mahaveera Circle KankanadyMangalore – 575002

Ravindranath Baglodi[Sr.Manager]

Ph: 0824-2228139 /140 /141 Fax: 0824-2228138 Email: [email protected]

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Sr.No.

Name of the Bank Controlling Branch & Address Contact Person Telephone Number Fax Number Email

33. Kotak MahindraBank Ltd.

Kotak Infiniti, 6th Floor, Building No. 21,InfinityPark, Off Western Express Highway, General AKVaidya Marg, Malad(E)

Prashant Sawant D-+91 22 6605 6959M-+91 9967636316 +91 66056642 [email protected]

34. Mehsana Urban Co-Op. Bank Ltd.

Head Office, Urban Bank Road, Highway,Mehsana – 384002

Branch Manager +91-2762-251908 +91-2762-240762 [email protected]

35. Nutan NagrikSahakari Bank Ltd.

Opp Samratheshwar Mahadev, Nr, LawGarden, Ellisbbridge, Ahmedabad-380006

Miti Shah 9879506795 7926564715 smiti@[email protected]

36. Oriental Bank ofCommerce

67, Bombay Samachar Marg, Sonawala Building,Fort, Mumbai -400001

Shri Navneet Sharma,Branch Manager;Ms. Neha, Officer

022-22654791/95022-22654797022-43430710 / 022-43430701

022-22654779 [email protected]

37. Punjab NationalBank

Capital Market Services Branch, PNB House,Fort, Sir P.M.Road Mumbai

Sh. K Kumar Raja Tel – 022- 22621122, 22621123, 022 – 22621124 [email protected]

38. Punjab & Sind Bank Rajindera Place- 21 Rajindra Place BankHouse New Delhi-110008

RPS Sandhu 011- 25825784/257118369911129088

- [email protected]

39. RBL Bank Limited Techniplex – I, 9th Floor, Off Veer SavarkarFlyover, Goregaon (West), Mumbai – 400062.

Shashikant Sanil 022-40288193, 022-40288196, 022-40288197

022-40288195 [email protected]

40. Rajkot NagarikSahakari Bank Ltd.

Nagrik Bhavan No 1 Parabazar DhebarbhaiRoad Rajkot

Shri Yogesh Raveshiya 9427495222 (0281) 2233916/17/18 [email protected];[email protected]

41. State Bank ofHyderabad

Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743 [email protected]

42. State Bank ofTravencore

Anakatchery Buildings, Y M C A Road, Statue,Thiruvananthapuram-695001

P. P. Muraleedharan 0471-2333676 0471-2338134 [email protected]

43. SVC Co-Operative Bank Ltd. Unit No.601-602-603 Dosti Pinnacle Plot No. E-7, Road No.22,Wagle Estate, Thane 400604

Mr. Omkar Anil Sukhathankar (O) 71991460 71991461 71991462 71991463 71991465

- [email protected]

44. State Bank ofBikaner & Jaipur

Financial Super Market Branch, Apex Mall,Tonk Road, Jaipur

Shri N K Chandak 0141-27444159413398505 0141-2744457 [email protected]@sbbj.co.in

45. State Bank of India State Bank of India, Capital MarketBranch(11777),Videocon HeritageBuilding(Killick House),Charanjit Rai Marg,Fort, Mumbai – 400 001.

Ms. Raviti Telephone:022-22094932 Mobile:9870498689

022-22094921 [email protected]

46. Standard CharteredBank

Crescenzo, 3rd Floor, C/38-39, G-Block,Opposite MCA Club, Bandra-Kurla Complex,Bandra [East], Mumbai 400-051

Rohan Ganpule 022 - 61157250 / 022 - 61157234 022 -26757358 [email protected]

47. Syndicate Bank Capital Market Service Branch, 26A, FirstFloor, Syndicate Building, P.M. Road, Fort,Mumbai.

P Padmavathy Sundaram,Chief Manager

022-22621844 022-22700997 [email protected]/[email protected]

48. South Indian Bank ASBA Cell (NODAL OFFICE) 2nd Floor,Shanu Towers, North Kalamassery,Ernakulam, Kerala - 683 104

John K Mechery 9645817905 0484-2351923 [email protected]

49. State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn 0172-2779116, 2546124, 254386809779586096

0172-2546080 [email protected]

50. State Bank of Mysore P. B. No. 1066. # 24/28, Cama Building, DalalStreet, Fort, Mumbai -400 001

Shailendra kumar 7208048007022- 22678041 022-22656346 [email protected]@sbm.co.in

51. The Federal BankLimited

ASBA CELL, Retail Business Dept., FederalBank, Marine Drive, Ernakulam 682031

Dhanya Dominic 0484-2201847 4842385605 [email protected]@[email protected]

52. Tamilnad MercantileBank Ltd.

Tamilnad Mercantile Bank Ltd.,DepositoryParticipant Services Cellthird Floor, PlotNo.4923, Ac/16,2nd Avenue, Anna Nagar(West),Chennai - 600 040, Tamilnadu, India

Mr. N. Rajasegaran 044-26192552 044-26204174 [email protected]

53. The Jammu & Kashmir Bank Ltd.

79 A, Mehta House, Bombay Samachar Marg, Fort, Mumbai - 400 023.

Ashfaq Ahmad 9987984105, 022-66595971 022-6634183 [email protected]

54. The KalupurCommercial Co-Operative Bank Ltd.

Kalupur Bank Bhavan, Nr. Income Tax Circle,Ashram Road, Ahmedabad-380 014

Jay V. Pathak Manager 079-27582028 079-27544666 [email protected]

55. The Lakshmi VilasBank Ltd.

Bharat House, Ground Floor, 104, BombaySamachar Marg, Fort Mumbai - 400 001.

S Ramanan 022-22672255-22672247(M)-22673435(CM)

022-22670267 [email protected]

56. The Surat PeoplesCo-op Bank Ltd

Central Office. Vasudhara Bhavan,Timaliyawad, Nanpura, Surat – 395001

Mr. Iqbal Shaikh 0261-2464577 0261-2464577,592 [email protected]

57. The Saraswat Co-operative Bank Ltd.

Madhushree, Plot No. 85, District BusinessCentre, Sector – 17, Vashi, Navi Mumbai – 400703

Mr. Ajit Babaji Satam 022-27884161 27884162 27884163 27884164

022-27884153 [email protected]

58. TJSB Sahakari Bank Ltd 2nd Floor, Madhukar Bhavan, Road No.16, Wagle Estate Department Head 022-25838525/530/520 [email protected]. The Ahmedabad Mercantile

Co-Op. Bank Ltd.Head office :- “Amco House”, Nr. Stadium Circle, Navrangpura, Ahmedabad-09

Bimal P Chokshi 079-26426582-84-88 079-26564863 [email protected]

60. Union Bank of India MUMBAI SAMACHAR MARG,66/80,Mumbai Samachar Marg, Post Bag No.253 &518, Fort, Mumbai - 400023.

Mr. D B JAISWAR 022-22629408 022- 22676685 [email protected]

61. UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg.,D. N. Road, Mumbai- 400 023

Manager 022 401801179022457840

022-2222870754 [email protected]

62. United Bank of India Centralized Payment Hub, 4th Floor, United Bank of India, United Tower, Head Office,11, Hemanta Basu Sarani, Kolkata – 700 001.

CM (Operation and Services) 033 22624174 - [email protected]@[email protected] [email protected]@[email protected]@[email protected]

63. Vijaya Bank Head Office Bldg41/2,M G Road Bangalore Branch Manager 080-25584385 080-25584281 [email protected]

64. Yes Bank Ltd. YES Bank Limited, Indiabulls Finance Centre,Tower -II , 8th Floor, Senapati Bapat Marg,Elphinstone Road, Mumbai – 400 013.

Alok Srivastava /Shankar Vichare /Avinash Pawar

022 3347 7374/ 7259/ 7251 022 24214504 [email protected]

ASBA Applicants may approach any of the above banks for submitting their application in the issue. For the complete list of SCSBs and their Designated Branches please refer to the website of SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. A list of SCSBs is also displayed on the website of BSE at www.bseindia.com.